I'm Getting Used to This
by Kayleen756894
Summary: Max was perfectly content enjoying a night of bad movies and hot coco while snuggling on the couch under a blanket with her girlfriends. Well, that is, until Rachel's hand started moving under the blanket towards Chloe's crotch, and suddenly Max knew the night was going to end differently than she expected. Amberpricefield. Sequel to "I Could Get Used to This."


**A/N: This fic is a sequel to my other fic "I Could Get Used to This" so please read that first if you haven't already!**

 **Hello everyone! So originally I wasn't planning on writing a sequel to the first fic but honestly I lost count of how many of you asked for one and I was so humbled by the nice things you all had to say so I just decided to go for it. A few of the comments touched me so deeply that I was put to tears, so there was no way I couldn't continue these fics after that. This one is much longer than the first and I put a lot of effort and time into it, so I hope y'all enjoy it! It's got loads of feels and fluff and tasteful smut for these three beautiful girls because they deserve it all. All the good stuff that keeps me living, y'know?**

 **This story is very long. Y'all know I love my long oneshots, that's how I roll. So prepare yourself for a lengthy read.  
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 **Enjoy everyone!**

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 **I'm Getting Used to This**

Max released a pleased sigh as she swallowed the remains of her hot chocolate, the empty mug forgotten on the coffee table as she resumed her position against Chloe's side. The blue haired girl loosely wrapped an arm around Max's waist, just as she was doing with Rachel on her opposite side, and pulled the brunette a little closer. Max smiled, warm inside from more than just the drink, and rested her cheek on Chloe's shoulder.

The three girls were curled together on the couch in the living room, Chloe in the middle with Max and Rachel curled into her sides, watching some god-awful movie that Max couldn't bother to remember the name of. The last time Max watched a movie this bad was when Rachel was in heat and refused to touch her for most of the day because they both knew Rachel needed more than Max could give. Max remembered how much that sucked because that meant she didn't get to cuddle with her girlfriend during the movie, and Max still stood by the fact that the only reason for bad movies was to curl up with your significant others.

So Max felt giddier than usual that she got to cuddle with both Chloe and Rachel now. A blanket was draped over them for warmth, only their heads and shoulders visible, while the television, the only light source in the room, illuminated their features in the darkness. Max had spent more time watching them than the movie.

No one could blame her. She was dating the two most beautiful girls in Arcadia Bay and every day she fell in love with them a little more.

Some days she wondered how she got this lucky; how she somehow managed to make all the choices that led up to this moment; how, despite every fuck up, everything worked out so well in the end. She never thought she would get Chloe back. She never thought she would even meet Rachel. She never thought she could create a timeline that saved both of them and Arcadia Bay.

And now all of them were together, in love, enjoying the stillness of the evening and the comfort of each other's presence.

Rachel noticed Max staring and winked, causing a blush to creep up Max's neck. The blonde laid her hand on Max's which had been resting on Chloe's stomach under the blanket, rubbing Max's thumb with her own. It was a sweet, simple gesture, one that connected the three of them, and it made Max's heart tingle with warmth. Chloe seemed to notice this as well, lips brushing against blonde and brunette hair before watching the movie again. Max smiled, her other arm wrapping around Chloe's waist to gently rub Chloe's side and she could feel the soothing weight of Rachel's body against her fingers.

Max tried to devote at least a fraction of her attention to the movie but that was basically impossible right now. She kind of wanted to nap. Wrapped up with her girlfriends under a blanket in the familiarity of the Price household was one of the most comfortable situations Max could find herself in, and she would have no trouble passing out on Chloe's shoulder while holding Rachel's hand. It wouldn't be the first time she had done so. She felt so warm and safe and could feel her eyelids getting droopy.

Well. Until the sex scene came on.

Max should've been suspicious at Rachel's mischievous leer when she picked out the movie. Normally the aspiring model left that decision up to Chloe and Max's bickering.

Of course Rachel would choose a movie with an awkward as fuck sex scene.

It was just as bad as the rest of the movie had been so far. Abysmal camera angles—Max, the soon to be super ultra famous photographer as Chloe and Rachel continued to remind her, screamed internally—off-putting music, and the actors lacked any ounce of chemistry. Nothing about it was enjoyable or believable.

What _was_ enjoyable and believable, however, was that all Max could think about now was how hot it was having sex with her girlfriends in comparison.

It was fair enough for her to call it that, she thought. Max may never have been a full participant so far, but she was a part of the experience sometimes and did help them feel good. She still doubted herself a lot—how could she compare to Rachel Amber's warm, insatiable passion and Chloe Price's desire to please—especially because her girlfriends had been doing this type of thing for a long time and Max was still very new to it.

Hell, she had seen her girlfriends naked a few times now but it still left her breathless every time. Everything in the world would become nonexistent other than the sights in front of her because nothing could even begin to compare to their radiance and how much Max appreciated everything about them.

Max had joined them in the bedroom a couple times now, but the first experience was the one she remembered the most when she was feeling... desperate. How Rachel was so sweet with her when they made out on the couch. The cry of pleasure when Max had thrust her knee up against Rachel's crotch. How, once upstairs, Max found herself sandwiched between her girlfriends, both colouring her neck with bruises and bites. How Rachel's expression contorted in pleasure as Chloe's tongue worked her clit. How Chloe's face looked when Rachel pushed her so close to an orgasm, then denied her. How, even now, the brunette could hear the echo of Rachel's cry when Max touched her clit for the first time.

Max bit her lip, clenching her thighs together unconsciously.

This was bad. This was a familiar feeling. Something was coiling in her lower belly and seeing those people fuck on the television, though poorly executed, kept her mind trapped in events of the past.

It'd actually been awhile since Max had joined them. It was hard to pinpoint why. Every time so far had been... absolutely incredible. Beyond incredible. Chloe and Rachel were kind and caring and so supportive of her needs and boundaries. They let her do whatever she was comfortable doing, whether she to them or them to her, and they never made her do anything she wasn't ready for. They slowly helped her ease into all the feelings and sensations and the idea of sex wasn't nearly as scary to Max as it used to be.

A chunk of that fear crumbled away when Max had rubbed herself to an orgasm on Rachel's knee.

Still. Max had never gone any further than what she had done in that first experience. She absolutely loved kissing her girlfriends and wearing their love bites with pride. She loved watching their eyes cloud over with lust and knowing they were looking at her with such desire, even when Max felt like she wasn't doing nearly enough to deserve those looks. She loved comforting her girlfriends before their orgasms and holding them as they reached the pinnacle of their pleasure.

But Max had yet to step past this line.

She knew that was nothing to be ashamed about. Of course it wasn't. Merely joining them in the bedroom was something Max was proud of herself for doing, especially because she knew how happy it made both Rachel and Chloe. Max recalled how Rachel had been especially nervous about it—she really didn't want to mess it up for Max—and something about that was so endearing. It proved to Max just how much both of them valued her and cherished that she wanted to try this with them.

Max wanted to give back to them. She knew she didn't have to and knew both Chloe and Rachel would repeat that fact even more strongly, but it was something she wanted to do. Max knew she wasn't ready to go all the way, but she didn't want to trap herself in this comfort zone, either. It would be baby steps, of course, but she was determined to reach that goal one day.

She knew Chloe and Rachel would make it so special for her. Everything they did already made Max feel special.

Dog, Max loved them. She loved them so much. How could Arcadia Bay have continued existing without them? Max knew she wouldn't have been able to. Every time she woke up next to them Max was reminded that she had, without a doubt, made the right choice.

As the actress on screen cried out in pseudo-pleasure, Max's thoughts wandered back to her first time with them. It was new and intense and awesome and easily the hottest thing Max had ever experienced, especially how she was able to make Chloe and Rachel feel good. It was the cry of pleasure Rachel made on the couch from Max's influence that gave the photographer the courage to ask to help; a similar cry the main reason Max was able to reach an orgasm from such minor stimulation. Knowing she was bringing pleasure and happiness to her girlfriends, that she helped Rachel feel safe and loved and free, was the most reassuring thing Max had ever experienced. Not to mention it was a huge confidence booster. Never before would she have thought she could make someone feel that way and now she could actually say to herself that she could.

She could do this. She was learning and getting better every time. Chloe and Rachel loved it when she joined them and appreciated every overpass of her anxieties and fears to be with them in those tender, passionate moments.

And _fuck_ did Max want to feel all of that again.

Max felt her heartbeat increase. Her belly was tight and hot and she could feel the dampness in her panties. She was overcome with an urge to stick her hand down there but she would never be able to do that with Chloe and Rachel right next to her. They would notice. And Max would never be able to live it down.

... Then again. They _were_ under a blanket. If Max were careful, she may be able to relieve herself a little. Even a little bit would be better than nothing, and squeezing her thighs together was not releasing enough of the pressure.

Biting her lip nervously, Max risked a glance over at Chloe and Rachel. Neither of them seemed to notice her, looking intently at the movie. For a moment Max thought that was weird—the movie really was awful and didn't warrant such close attention—but then Max figured the two of them were just out of it like she was. Maybe Max really could get away with this.

Chloe and Rachel's daredevil tendencies were definitely rubbing off on her if that was actually a coherent thought that just ran through her head.

Staring ahead at the TV to try and avoid suspicion, Max moved her hand from Chloe's stomach and placed it on her own lap. Her fingertips twitched, secretly running a digit along the waistline of her jeans. This was fucking insane but... she felt so hot and daring and remembering Chloe and Rachel's expressions as they climaxed together was _not_ helping and _fuck_ there was no way she could tolerate this feeling for the rest of this stupid movie.

But then Max realized something. It was awfully simple to move her hand off Chloe's belly just now. It shouldn't have been. Wasn't Rachel holding her hand earlier? Max didn't notice her let go. Damn, Max must have really been caught up in her thoughts if she failed to realize Rachel Amber was no longer touching her.

What Max _did_ realize in the next moment was that Chloe was shaking. Not a lot. Barely enough to be noticeable, honestly. But Max's head was still resting on Chloe's shoulder, her arm still around Chloe's waist, so the tiny tremors and the increase in Chloe's breathing wasn't challenging to detect.

At first Max wondered if Chloe was cold. The photographer discarded that thought immediately, because no way could anyone be cold under a blanket and with two people curled in right next to them. Then Max was worried Chloe might be sick, but Chloe usually complained a lot when she wasn't feeling well and right now it looked like Chloe was trying exceptionally hard to keep quiet. Chloe's face was neutral and her blue eyes were glued to the TV screen, as if transfixed by it, but Max could tell something else was at play here.

As Chloe sucked in a sharp breath, Max quickly deducted that what was at play was probably Rachel's hand. That made Max's own twitch in response.

Max tried not to look at them. Tried not to think about it. But Chloe's shallow, uneven breathing and the slight movement of the blanket near Chloe's crotch reminded Max of what she was about to do to herself and how it was very possible Rachel was doing that to Chloe right now. And they were probably trying to keep it a secret so they wouldn't bother Max.

Max _was_ bothered. She was _beyond_ bothered, because now she couldn't think about anything else.

The brunette blushed thinking about Rachel's hand; of those long, skillful fingers and the multitude of things they could be doing right now. Tracing Chloe's waistline... her thighs... slipping under her jeans...

Max nearly jolted when she felt something touch her side and realized it must have been Rachel's other hand looped behind Chloe's back, because Chloe's arms were still wrapped around the two of them. Maroon, manicured nails gently scraped along Max's ribs through her hoodie, and although Rachel wasn't looking at her she wouldn't need to as they both knew the action transformed Max into a trembling mess. The brunette chomped on her tongue, worried some form of whimper would slip out.

Rachel was touching her while she was probably touching Chloe intimately. Chloe's body was shivering—from excitement or adrenaline or pleasure, Max wasn't sure—but it made Max's do the same. Max was more aware than ever of her own hand cupping her crotch through her jeans, the heat below radiating in waves.

Rachel never would have attempted this before Max had joined them in the bedroom the first time. The aspiring model was very flirty and sexual by nature, but she always controlled herself around Max because she didn't want to scare or overwhelm her. Her touches would always be passionate and full of love, making Max's heart swell, but they would be relatively innocent.

This wasn't innocent. This was Rachel's way of letting her know that something was about to happen.

And as much as that made her nervous, and kind of excited to be honest, a large part of her felt... happy. Max could tell Rachel felt more relaxed around her now, like she didn't have to hold back on her feelings as much. Rachel was always giving so much and trying so hard for both her and Chloe; Max never wanted Rachel to feel like her actions were wrong or unappreciated.

Rachel's fingers found a sliver of skin between Max's shirt and her jeans and Max closed her eyes, burying her face into Chloe's trembling shoulder. Max was used to Rachel's physical affection, but not quite to this. But a part of her didn't want to get used to this. The way Rachel and Chloe could make her heart pound, her gut swarm with butterflies, her spine tingle... she never wanted to get used to that. Max wanted the amount of love she felt for these girls to overwhelm her every time they touched because it proved that all of them were here and alive and needed nothing more than each other.

Suddenly Chloe growled, yanking the blanket away and pulling a surprised Rachel into her lap. As Max lifted her head from Chloe's shoulder she barely caught sight of Rachel's hand down Chloe's jeans before remembering that she was cupping herself and hastily moved her arm and hoped neither of them saw. For that moment, they looked too enraptured in each other to notice, Rachel's thighs squeezing around Chloe's and the punk's arms around Rachel's waist, holding her secure.

"You're such an asshole," Chloe groaned, grimacing.

"Don't pretend that you didn't love it," Rachel laughed. Hazel eyes peered at Max and the brunette felt her throat constrict. "Max did."

Now Chloe was looking at her as well with shocked eyes, cobalt strands soaring from how swiftly her neck twisted. Max gulped; she was nervous, excited, and slightly wondering why she was the one feeling guilty over what they were secretly doing. Chloe looked embarrassed at this revelation but... there was a lot of lust in her eyes.

That was the same look Rachel had given Max weeks ago on the couch when Max pushed her knee against her.

"I..." Max fumbled, her voice lost. "I, um..."

"And I'm sure," Rachel continued with missing a beat, her silky voice dropping to a low tone, "Max would enjoy watching us way more than the movie."

Max wasn't even given the chance to respond before Rachel pressed her lips against Chloe's, swallowing the blue haired girl's gasp. Soon Chloe melted against her girlfriend, kissing her back and pulling her even closer, and Max's heart ached with love. They were both so beautiful. Max loved them both so much and was so happy at how in love they were with each other. A mere glance or brush of a hand from Rachel would turn Chloe into an absolute love-struck mess, and—Rachel would probably never admit this—but when Chloe was near her the blonde would lose a bit of her enforced persona. She'd lose a bit of the perfect 'Rachel Amber' and become the nervous girl that wanted to run away with Chloe Price the day they met.

Max remembered hearing that story and of so many of the adventures they got up to afterwards. Of discovering the junkyard, the play, their first kiss under the lamppost. The stories were always told in a way that made it seem like Chloe fell in love with Rachel first, and unnaturally fast, but Max wasn't blind.

Rachel was the start of all this, and her feelings for Chloe were strong long before they met at the mill. Chloe never stood a chance. And neither did Max.

 _God_ , neither did Max. She wouldn't trade this for anything.

Rachel kissed Chloe deeper, glossy lips gliding along Chloe's in a rehearsed dance. One of her hands cupped Chloe's cheek, gently scratching at her jaw, the other rubbing up and down the punk's bare arm, tracing the wound vines of her tattoo. Chloe pressed back, sucking on Rachel's upper lip as one hand tangled into Rachel's golden mane, the other stroking her back. They smiled into the kiss, and Rachel giggled as she pulled back a moment before she dove in again, pushing Chloe's head into the back of the couch.

Warmth spread throughout Max's body the longer she watched, her blue eyes flickering everywhere and nowhere. The lingering light from the TV made their forms look ethereal; two star-crossed spirits shimmering in the darkness, enjoying everything they could from each other.

Rachel's tongue swept inside Chloe's mouth and the soft, involuntary moan Chloe made reminded Max of when she was in this exact situation weeks ago. Rachel held such a power over both of them and they all knew it. Rachel knew exactly how to get what she wanted and the best part was she never had to use any force to get it. She knew how to love Chloe and Max, knew how to make them feel good, knew how to support them and comfort them when they were anxious and unsure, and because of that Chloe and Max relied on her. Rachel was both their storm and their anchor, rushing her two pirates with emotion and passion but also making them feel safe on her waters.

Max wanted to kiss Rachel just as much as she wanted to watch her kiss Chloe. And then Max wanted to kiss Chloe just as deeply.

The aspiring model began grinding against Chloe's pelvis—the sudden throb in Max's core was familiar—and the blue haired girl gasped, breaking the kiss. Rachel smirked, trailing her lips along Chloe's jaw before reaching her earlobe and nibbling softly. Max watched, entranced, as Chloe closed her eyes and whimpered, hands lowering to Rachel's hips to feel the roll of bone and muscle under her palms. The punk was shaking, Rachel already in full control. The blonde ventured down Chloe's neck, leaving hot, open-mouthed kisses before gnawing on Chloe's pulse point, evoking a loud whine and a sudden buck of Chloe's hips.

"Fuck, Rachel," Chloe hissed, gripping Rachel's waist tighter.

" _Mmm_ , that's what I'm going for," came the sultry reply, a purr in Chloe's ear, and it made Max blush even harder than Chloe. Rachel teasingly fingered the black bra strap poking out from under the punk's razorback tank. "If you want me to finish what I started, anyway."

"Amber, after what you just put me through—"

"Then again," Rachel interrupted thoughtfully, the look on her face sending a shiver throughout Max's diaphragm. Hazel eyes drooped to a glittering smoulder. "There's some appeal about undressing you..." Rachel tugged on Chloe's scooped collar with her teeth, "fucking you until you're screaming my name," the blonde looked up at the reddening Chloe through her dark eyelashes, "and then not letting you come."

Chloe's lips trembled, eyes wide as they flickered back and forth between Rachel's. It looked like the blue haired girl was having trouble breathing, Rachel's own soaking in all the oxygen around them, and Max related to that struggle.

Then Rachel laughed, high-pitched and playful.

"But even I'm not that mean," Rachel said.

"You're full of shit," Chloe replied with a frown that didn't last long, gently shoving Rachel's shoulder. "That's _exactly_ what you did to me with that double ended strap-on. I was so fucking close and then you just stopped and pretended like you didn't do anything."

Rachel shrugged. "I wanted us to come at the same time. I wanted Max to see us come at the same time." The blonde's gaze shifted over to Max. "And I don't think any of us can complain about what those results brought us."

Suddenly two pairs of eyes roamed up and down Max's form and the brunette felt very exposed, very unguarded, and very... fucking turned on.

Rachel began inching towards her and Max froze; shivering prey trapped in the eyes of her lioness. The blonde got close enough that Max felt hot breath on her lips and could smell Rachel's jasmine perfume. Max expected a hungry kiss, and was surprised when Rachel smiled warmly and pressed her lips tenderly to Max's forehead instead.

"You're so beautiful," Rachel murmured, eyes flickering between Max's. "And in that moment Max... you were a goddess."

Max blushed, forgetting how to breathe. Rachel was looking at her with such passion, such adoration, and with a glance behind her Max noticed Chloe was looking at her in a very similar fashion. Max couldn't handle compliments like that; not from these girls who were so much more beautiful than she was.

"It," Max stumbled, sweat building on her neck, "it wasn't anything special."

"It was." Rachel's response was so instantaneous and firm that Max's jaw wired itself shut, unable to reply. Rachel's gaze softened, a hand leaving Chloe's shoulder to cup Max's warm cheek. "It _was_ special. _You_ are special."

Then Rachel's lips were on hers, soft and sweet, lacking all the aggression she was using to kiss Chloe moments ago. Max was still for a second before she felt all of her tension fade away, sighing against Rachel's mouth as she kissed back. A thumb tenderly rubbed Max's cheek.

A thumb that had been down Chloe's pants not too long ago.

That realization made Max's heartbeat skyrocket and Rachel seemed to notice immediately, and Max felt more out of breath than she should have been when Rachel pulled away. Max stared at Rachel's hand before she could stop herself, then at Chloe's lap, and back again. Rachel's eyes copied her movements before a dangerous grin stretched her lips from ear to ear.

"Chloe," Rachel purred, shifting more onto Chloe's lap and kissing the underside of Chloe's jaw. In a swift movement, the hand Max had been staring at cupped Chloe's heat through her jeans, making the blue haired girl yelp and buck into the touch. "Want to move to the bedroom?"

"Fuck yes," Chloe squawked as if on instinct, pushing as close as she could into Rachel's touch. Rachel smirked and pulled her devious hand away much to Chloe's obvious disappointment.

When Chloe finally tore her gaze away from Rachel and locked eyes with Max, something in her expression shifted, and suddenly she looked nervous and a little hopeful.

"Hey Max. Would you, uh... like to join us?" Chloe asked shyly, struggling to keep eye contact as she rubbed the back of her neck. "O-Only if you're comfortable, of course."

Rachel nodded in agreement. "We would love to have you there, but don't feel like you need to. I'm more than capable of getting Chloe off on my own." Rachel's eyes lowered, looking surprisingly vulnerable. "I want each time you're with us to be memorable and beautiful, so please never force yourself if you're not ready."

Max trembled, overwhelmed for probably the millionth time by how caring her girlfriends were; by how much they wanted to include her but also respected her boundaries. She knew they wouldn't be upset if she said no. She had said no the last couple times and although some yearning remained in their eyes, they completely understood and not once tried to change her mind. They knew it wouldn't be a good experience if Max wasn't comfortable and they never wanted to put Max in that position. Max knew they wanted her to be happy and she wanted the exact same thing for them.

Dog, Max loved them so much. She would give everything she was, body and soul, to keep these girls happy and safe.

Max remembered how amazing it felt to help Rachel get off; how it proved that she was capable of doing something she never thought she would be brave enough to do; how it proved that she was good enough, was appreciated, even if her anxieties sometimes told her otherwise.

She was being given the opportunity to prove that to herself again with Chloe now, too.

Besieged by love, by a need to be close to her girlfriends, Max gripped the collar of Rachel's red flannel and pulled her in until their lips met. Max kissed her softly and with quiet conviction, hoping Rachel could tell through the kiss how much Max truly did love her. The blonde took a moment to respond, but when she did by gliding her lips along Max's and gently squeezing the photographer's bicep, Max knew Rachel understood everything she was feeling.

Max slowly, reluctantly, pulled away, and felt butterflies in her gut at the way those gleaming hazel eyes bore into hers, so full of adoration. Max bit her lip, barely able to handle being looked at so intimately, before cupping Chloe's cheeks and diving in to kiss her. The brunette tasted Rachel's lip gloss on Chloe's mouth and pressed firmer, wanting to absorb every feeling and every sensation Chloe could give her and needing Chloe to know that Max would cherish every moment they spent together.

Chloe relaxed in her hold, kissing Max back tenderly as she held Max's palms against her cheeks which were slowly growing warmer. A floating sensation blossomed in Max's chest, feeling like she weighed nothing at all, like her mortal body imparted no obstacle as her soul caressed Chloe's, bringing them ever closer.

Every decision Max ever made had led her to this moment, and Max wanted to spend as many moments as possible with the loves of her life.

The former time traveller slowly pulled away, relishing in the tremor of Chloe's lips, and then held each of her girlfriends' hands in hers.

"I want to be there," Max stated, nervous but determined. "I want to help."

Two sets of eyes travelled her, studied her, trying to decipher any forms of forceful deceit. Max blushed under their gaze but refused to break eye contact. She loved them and wanted to be there for them, for this and for every new step they would take in their lives, and she needed them to know that.

A few more moments past, the nervousness boiling in Max's gut threatening to spill over, but finally Rachel displayed a warm smile.

"Okay," the blonde murmured, stroking Max's thumb with her own. "I'm really looking forward to this now." The aspiring model sent a teasing smirk in the blue haired girl's direction. "Ready for the best orgasm of your life, Chloe?"

The punk gulped, flushing under the combined attention of her girlfriends. "H-Hell yeah! Always." Chloe's gaze softened again as she focussed on Max. "I'm... hella stoked you want to be with us, Max. Just let us know if things get too much or you want to stop, okay?"

Rachel nodded in agreement with that statement, her expression leaving no room for argument.

Her girlfriends reminded her of that every time, and while it may be tiring to some, Max felt flooded with love. Max knew her comfort level was more important to both Chloe and Rachel than their own pleasure, and that they would be willing to sacrifice their climaxes to ensure Max was content and secure.

Sex still made her nervous, and she knew she wasn't ready to go all the way, but Chloe and Rachel's boundless love for her made Max feel more powerful than her time travel ever had.

"I promise I'll let you know if I want to stop," Max assured, squeezing their hands. "Right now I just want to touch both of you."

The eyes gazing at her clouded with lust, eyelids drooping in a way that made Max's thighs quiver, reminding her that she was still very hot in that area and knew that was going to increase very soon. Rachel interlocked their fingers and stood from the couch, carefully pulling both Max and Chloe to their feet, and leading them upstairs. Each creak of wood under her footsteps echoed like war drums in Max's ears, the music before one would head off to battle, and her knees felt so shaky she was surprised she didn't collapse.

But somehow Max made it to the middle of Chloe's bedroom. One of her lovers closed the door behind them and the other turned on the Christmas lights attached to Chloe's walls, bathing the room in a dim, colourful and... fairly atmospheric glow, Max had to admit. The brunette gazed at the interlocking tints of red, yellow, blue and green on the floor and walls, eyes trailing up to Chloe's messy sheets and felt her heart skip a beat at the thought of what was about to happen on that mattress.

She had no more time to ponder the future, though, because in the next moment Chloe pulled Max tight against her and kissed her softly, and Max remembered that her favourite moment in time was always the present.

Chloe's strong arms wrapped around her and Max absolutely melted, her eyes sliding shut and gripping the punk's shoulders for support. Chloe was warm, so warm, and the faintest tremors from the events of downstairs still lingered in her muscles. Max felt just as safe as she did excited in Chloe's hold, making her step even closer to her best friend until there was no space left, their hearts pounding against each other's.

Max pulled back just for a moment to take a breath before she dove in again, sucking Chloe's lower lip between her own, making Chloe sigh into her mouth. One of Chloe's hands rubbed at her waist while the other trailed blue edged fingertips up and down Max's spine, shivers shadowing every touch. Max felt Chloe gently nibble her upper lip and she was instantly reminded of the heat coiling low in her belly; of her desperation to touch Chloe and for Chloe to never stop touching her.

The brunette lifted one of her hands to cup Chloe's cheek, relishing in the warmth, and the other buried itself in Chloe's wild cobalt strands, tugging her girlfriend even closer. Chloe groaned against her lips and Max gasped, feeling lightheaded when Chloe slipped her tongue into her mouth, swiping at Max's own in a shy and affectionate greeting. Max released a deep exhale through her nose and held Chloe tighter, clung to her, as she lost herself to this indescribable feeling of bliss and security. The taste of cocoa clung to Chloe's tongue and Max wanted to absorb every ounce of the sweetness; of everything Chloe was willing to share with her.

Max felt rather than heard Rachel step towards them, a third hand rubbing a pattern on Max's back for a moment and it made the brunette shudder. Max briefly opened her eyes to see Rachel's grin and the soft, loving look in her eyes as the blonde shifted behind Chloe and began peppering the back of Chloe's neck and shoulders with kisses. Max felt Chloe tense up for a moment in surprise before she relaxed again, surrendering herself to their dual affections.

Max kissed her even deeper, letting every pint of love she felt for this girl cascade outwards. This feeling meant everything to Max. Just being in Chloe's arms, just being able to kiss her, without worrying about anything else meant everything to Max. No more tornadoes. No more powers. No more sacrifices for the sake of one precious thing over another.

All that mattered were the people and the love in this room.

Chloe suddenly gasped, breaking the kiss as her face pointed to the ceiling. Max's vision was hazy as she gazed at her beautiful Chloe and at the stunning, devilish grin on Rachel's face behind her as the blonde chomped on the back of Chloe's neck, lapping at the creases with her tongue. Max couldn't take her eyes away, mesmerized by Rachel's work and her passion; by her desire to both excite Chloe and mark her as her own.

Max's eyes shifted to the front of Chloe's pale, blank neck, accessible and vulnerable, and Max could feel Rachel's mischievous vibes invading her blood and overtaking her thoughts.

Max kissed Chloe's chin, her warm, swollen lips trailing up Chloe's jaw and nibbling at the sensitive area just below Chloe's ear. Chloe shuddered, the sound shooting fire right into Max's core, and one of Chloe's hands gripped a fistful of Max's hoodie while the other blindly searched for Rachel, the blonde eventually interlocking their fingers. Max laid hot, open-mouthed kisses down Chloe's neck, her warm puffs of air raising goosebumps along the flesh, before finding Chloe's throbbing pulse and softly sucking.

Chloe's inhalation was sharp and clear, one of her hands tangling in Max's hair, reassuring Max that Chloe wanted her there and loved what she was doing. With renewed confidence Max sucked even harder, knowing she would leave a personal red and purple tattoo on Chloe's skin by the time she let go. Chloe's fingers running through her hair felt so good, so soothing, and Max mimicked the motions on instinct.

Max felt warm breath on her hand and paused, eyes opening to peer over Chloe's shoulder. She couldn't quite make eye contact with Rachel, but it wasn't necessary to know that the blonde was brushing her lips over Max's hand, kissing and nibbling against her knuckles. It wasn't a sensation that should feel that good but it made Max's heart absolutely soar and she worried she would have stumbled if Chloe didn't have such a tight hold on her.

It wasn't until Rachel returned her attention to Chloe that Max was finally able to release the breath she had been holding, freeing Chloe's skin with a wet _pop_ and running her tongue soothingly along the mild bruise. Chloe let out a shaky breath, diving her head down to capture Max's lips again with a growing passion and Max pushed back, using both her hands to hold Chloe's face and rub her cheeks. She knew Chloe loved her face being touched, how it kept her grounded and made her feel safe; it let her know that she was the priority to the person in front of her and that they wanted to be close to her, and that made so many of Chloe's anxieties float away.

Chloe stressed out over the possibility of doing the wrong things even more than Max did, which was saying something, and Max was scared that Chloe still thought she and Rachel would abandon her someday. Never. Never would Max even consider doing that again. She fucked up so bad five years ago, but never again. Chloe was her world, her love, her motivation to face a new day every morning, just like Rachel. Max risked everything to save them, to be with them, to love them, and she would never give that up for anything.

"I love you," Max whispered between their kisses. She didn't say the words nearly enough and Chloe deserved to hear them all the time.

The brunette felt Chloe's facial muscles shift under her palms, her lips stretching wide and the skin around her eyes crinkling with happiness. "I love you too," Chloe replied just as softly, the words like a heated blanket around Max's heart. Chloe always treated her heart with the utmost care and Max just hoped Chloe knew how much that meant to her.

The punk broke their kiss again but didn't go far, rubbing her nose against Max's as her cerulean eyes bore into the ones staring back. Chloe liked to hide how she was feeling most of the time but the look in her eyes spoke volumes about how much she was in love with Max. The longer Max stared, the more she wondered how she was able to survive for five years without seeing these eyes; without having someone look at her like she made their life worth living.

She'd never make a mistake like that again.

Rachel, probably wanting in on the attention too and Max couldn't blame her, trailed her hands down Chloe's back until they reached her hips, gently drumming her fingers. The blonde rested her chin on Chloe's shoulder, pressing a kiss to the warm skin.

"I want to taste more of you," Rachel purred into Chloe's ear, the tone and the implication making Max quiver just as much as Chloe did. Then Rachel's catlike hazel eyes were trained on her, transforming Max into a marble statue, unable to do anything but stare back with wide eyes. "Do you?"

That question wiped Max's brain of any relevant data and suddenly she felt like she was frozen in time, caught between impossible choices. Which was ridiculous because of course the answer was yes. Max wanted to see Chloe, touch her, love her, as much as possible, but the thought of her girlfriends naked and seeing them and touching them in an intimate way still overwhelmed her senses. She honestly wasn't sure if she would ever overcome that feeling and maybe she didn't even want to.

Max nodded, unable to reply verbally, but the sound of Chloe's whimper as Rachel chewed on her earlobe nearly made Max replicate the noise.

Rachel trailed her pointer fingers around Chloe's waistline, a relentless tease as always, before she pinched the bottom of Chloe's razorback tank and slowly began lifting it upwards. Chloe looked a little shy—she still got bashful at baring herself after all this time and somehow that made Max feel better about her own insecurities—but raised her arms obediently, allowing Rachel to pull the garment over her head and toss it away.

Max stared before she could stop herself, blue eyes wandering over a black bra, a flat stomach and some gradually developing abs dancing under the dim lighting, and _god_ Chloe was so hot it wasn't even fair. Chloe blushed under her gaze and somehow her modesty only added to her charm. Chloe really had no idea how beautiful she was, inside and out.

Max was nervous, but she was determined to show Chloe how true that was.

"Can I..." Max trailed off, shyly gesturing at the newly exposed skin.

"Y-Yeah!" Chloe said, the stutter displaying her nerves and her excitement. Rachel nibbled at Chloe's ear again, gently blowing along its length and Chloe gasped out, "Yeah, please."

Max bit her lip, hesitant, choosing to watch both of them for a moment to settle her anxiety. Rachel skimmed her long nails along Chloe's shoulders while kissing down Chloe's neck, roughly biting down like a vampire and that drew one of the sexiest moans Max had ever heard in her life, and the heat that burst in her belly like hot embers made Max surge forward, lips on Chloe's jaw and trailing downwards. She wanted to touch Rachel, too—it somehow felt like an eternity since she had done so even though that clearly wasn't true—so she buried her hand in Rachel's golden mane, keeping the aspiring model's face pressed into Chloe's neck. Rachel growled, biting down even harder, and Chloe's whine and the tug Max suddenly felt in her hair from Chloe's desperate hand almost made her knees buckle.

Rachel reached around Chloe to touch Max's arm, gently clutching her bicep before finding Max's hand and giving it a reassuring squeeze. The air was getting heavy in the room, all of them could feel it, but that affection proved to Max that everything was going to be fine. Rachel would be there for her no matter how Max needed her, and was still her sweet self even when her passionate touches and animalistic growls made Max question how it was even possible to resist her.

The more Max's head clouded with lust, the more she wondered why she kept trying. One day she would stop trying, and that would be the day Max gave herself to Chloe and Rachel completely. It wouldn't be today. It wouldn't be tomorrow. But one day, she would feel everything Chloe was going to feel today.

That thought made her heart just as warm as somewhere else.

Max squeezed Rachel's hand and massaged her scalp as she trailed her mouth lower, dipping her tongue into the crevasses of Chloe's collarbone, admiring the mark she painted on Chloe's neck earlier. Rachel finally let go of Chloe's neck, a breathy groan unfurling from Chloe's lips from the movement. Thick, agitated marks marred Chloe's creamy skin and Rachel traced it with her tongue, looking proud of her art. It actually looked like a mark that deep would have caused pain, but Chloe seemed to enjoy every moment of it.

With her free hand Rachel scraped her nails up and down Chloe's tattooed arm, tracing every vine and flower and butterfly, while simultaneously peppering kisses over Chloe's shoulder blades. Max continued her work as well, her hand caressing Chloe's stomach, the muscles quivering under her touch, while Max pressed her lips to Chloe's sternum. Chloe's breaths were deep, uneven, and her heart was pounding fast and strong under Max's lips.

"How are you feeling Chloe?" Max asked softly, needing to hear it aloud. She couldn't believe she was making Chloe's heart beat so fast, making her body tremble, and she needed that fact solidified.

"I'm... I'm fine, Max," Chloe reassured, sounding out of breath. Her blue eyes were hooded and cloudy. "You're doing awesome, don't worry. I'm—"

Rachel grinded against Chloe's ass, forcing a strangled gasp from the punk's throat.

"I'm willing to bet she's better than fine," Rachel exclaimed with a chuckle, trailing a teasing finger along Chloe's waistline just below Max's hand. When Rachel met Max's gaze a devilish smirk lit up her face, a dangerously seductive gleam in her eyes as she leaned in close to Chloe's ear. "Actually, let's find out, shall we?"

Without warning, Rachel shoved her hand down Chloe's pants, making the blue haired girl yelp and tense up. Max froze as well; the only factor quelling her disbelief of what just happened was how tightly Chloe was suddenly gripping her hair with a shaky hand.

"God Chloe, you're soaking," Rachel purred, trailing the tip of her tongue along Chloe's earlobe. The blonde still didn't break eye contact with Max, those hazel eyes like smouldering coals, and then her voice dipped to a husky tone. "You're way wetter than you were downstairs."

The temporary bulge in Chloe's pants began to move and Chloe gasped, her face a deep scarlet as she spread her legs just a fraction wider.

"R-Rachel! Fuck!" Chloe cried, chomping down on her lip right after. The core muscles under Max's palm tightened considerably and Chloe hunched over, knees rattling, both hands gripping Max's shoulders for support. Max was still frozen, petrified under Rachel's overpowering gaze and Chloe's groans in her ear.

"Can't control your voice this time, can you?" Rachel asked Chloe, her normally playful tone adopting a role that was dripping with lust. Max felt Rachel squeeze her hand and that was the only part of Max's body that didn't feel numb. "And this time she can see _everything_."

Those words alone made Chloe buck against the hand in her pants, one that Max noticed began to move a little faster. Max's heart was pounding so fast she could barely even think, overwhelmed at how quickly this situation had turned and yet how smoothly Rachel made it happen. Max was well aware that Rachel had full control of her and Chloe. Of course she did. It was goddamn obvious. A lingering look, the slightest touch, the briefest kiss, and Max was an absolute mess for the aspiring model, as was Chloe. Rachel knew she had power over them and would use it—within reason—to get what she wanted sometimes just to prove that she could. Always in good fun, of course.

This was a level of dominance even Max hadn't seen before and it was... fucking attractive. The fact that she could make Chloe completely lose herself in such a short time span really reminded Max that she was probably as wet as Chloe was. Possibly more.

Uncomfortably shifting her weight from one leg to the other and trying to ignore her own throbbing heat, Max raised her free hand to Chloe's head and gently petted her hair, attempting to soothe her or stable her or whatever aid she could offer. Somehow this act of comfort just seemed to turn Chloe on more, though, and she arched her body closer to Max.

"Oh god," Chloe groaned, her grip tightening on Max's slender shoulders as Rachel's pace increased even more. "I can't, I..."

Rachel suddenly pulled her hand away and stepped back, breaking her connection with both Chloe and Max. Chloe puffed a sharp gasp at the loss of contact, the muscles rippling under Max's hand as Chloe's body tried to figure out why the sensations had stopped.

Eventually Chloe recovered, standing to her full height and turning around to glare at Rachel who looked as smug and playful as ever, the succubus persona she enrolled a moment ago seemingly evaporated.

"Why do you keep doing this?" Chloe demanded in annoyance; an exasperated whine. Max knew that tone wouldn't last for long, though. Chloe could never stay mad at Rachel for long. "You're such an asshole."

"Because it's fun," Rachel replied with a wink, seeming to take pride in the insult. "Plus," mischievous hazel eyes honed in on Max, making her shiver, "I wanted to see how Max would react."

Max blinked, shyly looking away and rubbing her elbow. That... was something, to say the least. Max's heart was pounding so hard she could barely hear herself think. Something about that moment was more intense than anything they had done before, and Max had a feeling Rachel adopted that persona more than once when she and Chloe were alone.

"And now," Rachel said, eyelids drooping as she slowly, seductively, peeled off her red flannel, followed shortly after by her tank top. Max's wide eyes were glued to every new inch of skin in sight, roaming over a smooth stomach and beautiful curves and full breasts contained in a lacy purple bra, and knew Rachel loved the attention so she couldn't even feel shameful for staring. Not anymore. The blonde posed under the stares she received, thrusting out her chest at her audience. "I want both of you to touch me."

For some reason the idea of touching Rachel was always more intimidating to Max than the idea of touching Chloe, even though she knew that was ridiculous for multiple reasons. Rachel was so sweet and warm and inviting and always went above and beyond to make sure Max felt included and comfortable. Rachel knew how to ease Max into trying new things without ever going past her limits. Rachel had never given Max any reason to doubt her.

It's just... she was so good in the bedroom. Too good, Max would even say. Rachel knew exactly what she wanted sexually and clearly knew how to get it from Chloe and give it right back. It did not take a genius to tell that Rachel was the dominant partner here and that she and Chloe had tried many different things together.

But Max was still new to everything. She didn't really have a place yet. She was so far behind Rachel's level of experience and Max's presence here probably opened up so many new opportunities that Rachel would love to try out. And Max couldn't give those to her. Not yet. She refused to feel bad about it, or at least tried not to, and she knew Rachel and Chloe would never push her or get upset or anything else, but the gap between Max and Rachel's positions was very apparent. There was so much about sex Max still didn't understand and she knew Rachel could teach her, and while that thought was extremely appealing, something about it didn't fully satisfy the brunette.

Max wanted to impress Rachel. She wanted to do good by her. She wanted to make Rachel _feel_ good. She wanted the look on Rachel's face to mirror the one she had seen when she had joined in on their fun the first time; that look right before Max stroked her clit and helped her orgasm; that look of vulnerability; of losing control.

Of setting herself free by giving control to Max and Chloe for once.

That thought gave Max the courage to look at Rachel again, who somehow kept a patient look on her face as she waited for her girlfriends to approach her. Max surprised herself by moving first, shedding her hoodie and tossing it onto Chloe's computer chair, each step more certain than the last before she cupped Rachel's cheeks and kissed her sweetly. She felt Rachel's facial muscles soften under her touch, some of the adrenaline from nearly making Chloe orgasm leaving her system as she met Max's pace, kissing back tenderly and stroking her hand up and down Max's bare arm. The innocent, comforting gesture was enough to make Max's skin tingle and was still amazed to this day how Rachel managed to show love, lust, understanding and restraint all at the same time. She was so beautiful. She was intoxicating.

Max wanted her.

The brunette gently pulled away, relishing in the warm, loving look she received before shifting behind Rachel, swiping her golden mane over her shoulder so she could press a warm kiss to the back of Rachel's neck. The blonde sighed appreciatively, leaning back into Max's hold, reaching for Max's hand and holding it affectionately. Max responded by squeezing the hand in hers and wrapping an arm around Rachel's waist, overwhelmed by Rachel's warmth and her scent and wanting to keep her right here.

She trailed her lips across Rachel's shoulders before kissing back up Rachel's neck, finding a spot that made Rachel's breathing falter and focused there, sucking and nibbling softly.

" _Mmm_ , that feels good Max," Rachel murmured, running her hand over the arm draped across her waist. Max sensed the smile on her face. "You're doing so good."

The words made Max warm all over, flowering in her chest and spreading outwards like a tidal wave. Somehow Rachel could always make her feel special even when she was barely doing anything. Rachel made Max feel amazing and validated with every new step she took forward. Max knew Rachel was proud of her just for being here, and that made Max want to please her even more.

Max sucked her skin a little harder and the encouraging moan Rachel released seemed to snap Chloe to attention and she was in front of Rachel in a blur of movement, kissing her with rough passion. One of Chloe's hands cupped Rachel's cheek while the other trekked across Rachel's ribs, rubbing against Max's arm in the process which made the brunette shiver. Chloe pressed even harder, tongue diving into Rachel's mouth and the blonde responded with equal ferocity, each swallowing the other's groans. The harder they kissed the tighter Rachel squeezed her hand and _god_ Max wanted to hear more; wanted to feel more.

Max trailed her lips across Rachel's shoulder blades, ensuring every inch of skin was loved and warm, and went further down her back until her lips tasted a fabric obstacle. Max shuddered, wondering how to ask the question swirling in her mind, but she knew Rachel appreciated blunt honesty so that was the route Max decided to take.

"Can... can I take your bra off?" Max asked quietly, the words making her face burn.

Rachel paused for a moment, quiet, perhaps surprised that Max had overcome her shyness to ask such a question. It certainly wasn't one Max had ever been brave enough to ask before. "Of course, Max," came the soft reply. Rachel's thumb stroked her own reassuringly. "I'm yours."

Max's heart throbbed, aching with so much love and desire for this girl. Max would do anything for her.

The brunette attempted to unhook Rachel's bra with one hand but she was shaky, nervous, and eventually gave in and released Rachel's waist to set about this task using both. After a moment of fumbling the hooks released and Rachel shrugged the purple garment off her shoulders, letting it tumble to her feet. Max bit her lip, blushing at the fresh display of skin, and watched as Chloe's face darkened with lust the longer she stared at Rachel's breasts.

The blonde didn't look embarrassed at all, instead basking in the attention as always, using her free hand to cup her own breast because she knew it would drive both Max and Chloe crazy.

And it fucking did.

Max was reminded just how wet she really was, how tight her lower belly was coiled, her thighs pressing together impulsively to try and cause some friction. She pressed herself fully against Rachel's back, squeezing Rachel's hand and running the other up and down her side. Rachel leaned against her, releasing Max's hand to reach back and bury her hand in Max's hair, scratching against the nape of her neck and making Max tremble and curl instinctively closer.

Chloe kissed Rachel's lips, her jaw, her neck, continuing southward down her chest until taking a soft nipple in her mouth and suckling gently, teasing the other with her fingers. Rachel hummed appreciatively, gazing down at Chloe in adoration as she tenderly swiped cobalt strands out of Chloe's eyes.

"Such a good girl," Rachel praised, low and husky, "isn't she, Max?"

Max froze, feeling her heart slam against her ribcage. She didn't expect to be a part of this so suddenly. "Uh..." Max really didn't know what to say. What was she supposed to say? Was she even meant to answer?

"Would you like to tell her that, too?" Rachel asked in a tone that Max wouldn't be able to fight even if she tried. The blonde pushed the tips of her curious fingers just beneath Max's collar and Max shuddered into her neck, losing all control to this girl and she had no desire to gain it back. "I think she'd love to hear it from you, too."

Max bit her lip, overwhelmed and nervous, the way Chloe peered up at her through her eyelashes as she sucked harder on Rachel's nipple making Max increase the pressure of her teeth so much she was sure it would bleed when she let go. God, how was it every time she thought her girlfriends couldn't get any hotter they rapidly did? Just from one sentence or one action?

The brunette swallowed thickly, cotton balls in her throat, her voice momentarily inaccessible. Max remembered how she felt when Rachel said those words to her the first time when they were on the couch, the thrill that rattled her bones, and remembered the giddiness on Chloe's face when Rachel said those words to her the first time Max joined them. The words, especially from Rachel, had aroused Chloe. No doubt about it. They made Chloe glow like a burning star.

Would Chloe have the same reaction if Max said them? Could Max deliver them even half as smoothly as Rachel could?

Probably not to the latter. But the former...

Max wet her lips, trying to steady herself, but it was Chloe's prolonged stare and Rachel's fingers playing with the wisps of hair on the back of her neck that prompted her to speak.

"You're... a good girl, Chloe."

This could have garnered any number of reactions, but a high-pitched whimper from Chloe Price wasn't at all what Max was expecting.

Neither was the rush of wetness in her underwear.

Something about saying that mixed with the reaction she received was... intoxicating. It only took one try and Max immediately knew why Rachel was fond of giving such praise. Max wasn't sure if she found giving or receiving it more exciting. Both were exciting.

Chloe was still looking at her and blushing, hard, and latched her mouth onto Rachel's other nipple—which had hardened considerably—with renewed vigour; an untapped energy source ready to be unleashed. Rachel smirked, gasping lightly at the graze of teeth, and petted Chloe's hair in the same pattern as she did to the back of Max's neck. Max shivered at the touch, feeling sweaty. She buried her face in Rachel's hair, hoping the softness, the lingering scent of coconut shampoo, and her temporary blindness could help calm her racing thoughts.

She couldn't believe she just said that. How could she go from barely being able to look at Rachel's breasts without spontaneously combusting to saying something like _that_? And how did both of them manage to make it seem so exhilarating and natural, even when Max had no idea what she was doing?

How did both of them always manage to make her feel so good about herself?

Max inhaled deeply and exhaled softly, tenderly pressing her lips to the back of Rachel's head and peering over the blonde's shoulder to see Chloe still devoted to her craft, teeth nibbling and tongue twirling, and noticed that Rachel's breathing was starting to deepen. Chloe pressed harder, one hand firmly massaging the opposite breast and the other stroking Rachel's stomach. Rachel gazed down at the blue haired girl, so in love, and released Chloe's tresses to rub along her hunched back with teasing, fluttery strokes, making Chloe shudder against her.

A flick of her wrist and Chloe's bra was undone, the black garment tumbling to the floor. Chloe looked surprised only for a second before returning to her task with more devotion than ever. Rachel grinned, the edges melting to a soft smile as she slid her hand around Chloe's body and fondled her breasts, gaining a moan from Chloe that made Max chomp on the inside of her cheek.

Rachel cupped Chloe's chin, separating the punk's mouth from her swollen, glistening nipple to look directly into her eyes. The blonde captured her lips, kissing her deeply and sucking on Chloe's tongue in a way that left the blue haired girl panting when they separated.

"Good girls deserve rewards, don't they?" Rachel said to Chloe, her tone almost making Max lose her balance. It really wasn't fair how Rachel could manipulate them literally by just existing. Chloe gulped, cheeks red, unable to look away from Rachel. The blonde's eyes crinkled in delight, gently tapping on Chloe's chest, right above her rapidly beating heart. "Tonight's all about you. Can you find the red strap-on?"

Chloe's jaw fell open, expression swimming with nervousness and anticipation, but then a look of confusion crossed her face, followed by some discomfited chuckles.

"I'm not objected to this idea at all, trust me, it's just..." Chloe trailed off, scratching the back of her neck.

Rachel paused, clicking her tongue. "You have no idea where it is, do you?"

"... Yes and no?" Chloe replied with an awkward grin. She gestured around her room with a wide arm and Max was slightly distracted at the full display of Chloe's upper body. "It should be in here somewhere. I'd be concerned if it wasn't."

The blonde sighed, rubbing her face. "How do you manage to lose all our dildos?"

"Hey! How do I know you're not the one losing them?"

"Because I actually put things back where I found them. Sadly, the last time we used this toy, you said you would put it away. Which means it could be anywhere. Please find it." Rachel put her lips right next to Chloe's ear, her next words a soft growl. "I want to make you _scream_ with it."

Well. There goes the last of Max's sanity. She should've known that the moment things were starting to level out Rachel would destroy her mind, and her underwear, with just one sentence.

Chloe wasn't faring any better, mouth opening and closing like a fish as she stammered for something to say. Eventually she just thought better of it and began scurrying around the room, hastily tossing around clothes and opening drawers in an attempt to locate the toy.

Rachel took a step away from Max—her front suddenly felt way too cold—and when Rachel turned around to look at her Max's gaze dropped before she could stop herself. This was going to happen every time, wasn't it? One day she would stop feeling guilty about it.

For now, Rachel's giggles soothed most of Max's nervousness.

"How are you feeling, Max?" Rachel asked gently, brushing Max's fingers with her own.

"G-Good! I'm..." Max shifted her weight from one leg to the other. Rachel noticed and smirked, and the longer Rachel stared at her the faster Max felt her heart pound.

"I'm glad," Rachel said. "Though..."

The slightest bit of worry clouded Rachel's eyes and immediately Max was squeezing her hand. If Rachel was showing vulnerability, it meant this was serious. The last time Rachel looked like that was when she was worried about upsetting Max or scaring her away.

"The way I was speaking with Chloe before," Rachel clarified, glancing away from Max, "did any of that make you uncomfortable?"

Max's heart leapt into her throat, Rachel's murmurs from earlier slithering in her ears followed by her own voice saying the same words. Uncomfortable was not the word Max would use to describe how she felt about that. The brunette felt Chloe glancing their way, no doubt hearing her name in the conversation, and Max took a moment to think of her reply and to remember how to speak in the first place.

"I've heard you speak that way a few times so I think that prepared me," Max exclaimed with a nervous laugh, rolling her shoulders. "It was... pretty hot, honestly." That definitely caught Rachel's attention, wide hazel eyes gleaming up at her. Max blushed but didn't look away because what she said was how she felt and she needed Rachel to know she was okay. "I was a little scared when you asked me to speak too, but I couldn't believe how I felt when I saw Chloe's reaction."

"Yes, please keep talking about me like I'm not in the room," Chloe deadpanned, tossing a dirty shirt at Max's head. The brunette laughed, feeling some of her nerves flutter away as she shook off the garment, tenderly smoothing down her locks.

Rachel laughed as well, the sound making Max's heart waver as the blonde reached out to help Max fix her hair. Those fingers were gentle and diligent, treating Max's hair like it was made of a precious silk. "Now you know why I do it," Rachel claimed with a good-natured smile. She made sure she had Max's full attention before she continued, "I just needed to be sure you were okay. I know I'm taking things a little further than I normally do when you join us, so please don't hesitate to tell me or Chloe if we need to take a step back, okay? You feeling safe and comfortable matters to me more than anything."

Max nodded, melting under Rachel's affections. Her heart was hammering and she firmly squeezed Rachel's fingers.

"S-Speaking of that..."

The words escaped her lips before Max could think too much about them and her tone earned Chloe's attention as well, blue eyes peering at her from across the room. Judging from the fake, red phallus in her hand, she must have just found the mysterious strap-on. But from the way she was staring at Max, the toy in her hand was the last thing on her mind.

Rachel was gazing at her just as intensely, hazel orbs intrigued and also slightly concerned.

Max gulped, staring up and down the bare upper bodies of her girlfriends. Soft, warm skin and firm muscle, covered in loving bruises and gentle kisses; begging to be covered in more. Max wanted to cover them in more.

Max wanted her own to be covered in more.

She'd been thinking about this since they were on the couch. About what she could do that wouldn't be stepping past her boundaries, but would also require a stride out of her comfort zone. She was nervous about showing her body to Chloe and Rachel even though she knew, she _knew_ , how ridiculous that was. They had seen her without a shirt on before when they went swimming together. Max even changed in front of Chloe in the previous timeline.

But she had never stripped in front of them in this type of situation. Not when they would be looking at her with lust in their eyes. Not when Max knew they would want to touch her in the way they had previously touched each other.

The very thought made Max tremble. It was daunting, and new, but... she wanted her girlfriends to look at her like that. She wanted them to want her. She wanted to know how they would react if she took this step on her own.

This desire overpowered her nervousness and her fear, and this inspired Max to let go of Rachel's hand so she could grip fistfuls of her pink T-shirt at the waist. She took a deep breath and steeled her nerves before pulling the garment over her head and tossing it aside.

The air felt cool against her exposed flesh but the shiver building in the base of her spine had little to do with that. Two sets of eyes stared at her, completely focused on her, and it took all of Max's willpower not to use an arm to cover herself. She knew her bra was still on and she wasn't planning on taking it off, but those eyes made it seem like the bra wasn't even there.

They drank in every inch of skin, roaming Max's form in a way that made her nervous, but excited even more so. She could see how much they wanted her and it amazed her that anyone could ever look at her body and yearn for her like that.

Chloe tossed the toy on the bed, as if its existence no longer mattered, and approached Max with slow, careful strides. She stopped next to Rachel and Max felt even smaller under Chloe's height, her blush spreading down her neck as her girlfriends just stared at her. She played with her fingers anxiously, feeling her hands begin to shake. Max wished they would just say something already because this silence was killing her.

"Chloe, I take back what I said earlier," Rachel spoke distractedly, brushing Chloe's arm with her own but never looking away from the brunette. "Tonight's also about Max."

Chloe nodded automatically, mechanically. Those blue eyes were so warm and sad and loving as she took a step closer. "Max," Chloe began softly, "how could you ever think you're not beautiful?"

Max trembled, statuesque at the words just spoken to her. Beautiful wasn't a word she often used to describe herself. It wasn't a word that crossed her mind when she saw herself in the mirror. Normally it was a word she only used to describe Chloe and Rachel because who else could fully encompass its definition?

Yet the same word was the first one to cross Chloe's mind to describe her. And she wasn't just saying it for the sake of saying it. She said it like it was a fact, like it was something so true and obvious to Chloe that the blue haired girl couldn't fathom how Max could ever think otherwise.

Rachel nodded in agreement, eyes shining with quad-coloured lights as she looked at Max as if she were the most valued thing in the world. Those eyes understood everything Max was feeling. They recognized every ounce of low self-esteem; every tremble of nervousness; the fear that she wouldn't be good enough; and, most importantly, how much Max loved them, and how that love was stronger than every previous feeling.

How Max's love for them, and their love for her, empowered her to take this step.

Rachel released a gentle breath, her expression filled with such admiration. "Can we touch you?" Rachel asked, barely a murmur.

Max's breath hitched, her gaze flickering between both Rachel and Chloe as she remembered how they were touching each other; how those hands and lips and tongues felt when they touched her and how it would feel if they touched more of her.

"Y-Yeah. Over the bra." Max winced, looking away. "Sorry, that probably sounds so—"

"Shh," Rachel soothed, gently cupping Max's face in her hands. "Don't apologize for that. Never apologize for that. Your honesty is exactly what I want." Caring thumbs stroked Max's heated cheeks. "Honesty is hot. And you're hot. And I'm going to prove to you that you're hot, okay?"

"No way I'm missing out on this," Chloe exclaimed, reaching for Max's hand and squeezing it gently. "You're hella attractive Max, and I'll do whatever it takes to prove that to you."

Max bit her lip, looking between the two of them. How could their opinions of her be so different than Max's own? How could women as beautiful as them think Max was even close to being on their level? Max had no idea. Maybe she wasn't meant to know. What she _did_ know was that Rachel and Chloe would never lie about their feelings and were always open about their affections for Max, so Max believed in their feelings if nothing else.

And she was willing to give them the chance to change her own opinion of herself, too. If anyone could help Max acknowledge her self-worth, it was the girls she loved.

Max glanced at both of them, smiling shyly. "Okay."

Rachel nodded, a bright smile on her face that melted Max's heart, and then the blonde leaned forward and kissed her.

The familiar sensation helped Max relax, the tension in her muscles and the anxieties in her brain fading until they were just incoherent mumbles in the back of her skull. Closing her eyes also helped as she could barely handle the way Rachel and Chloe were looking at her, and this let her focus fully on how Rachel was touching her.

Rachel kissed her deeper, pink lips dancing across hers in a way that made Max's knees tremble and with her free hand she clumsily reached for Rachel's waist, the skin smooth and warm under her touch. With the other she squeezed Chloe's hand and felt the blue haired girl shift behind her to lay soft kisses on Max's shoulders; on skin that had never been kissed before. The realization made Max gasp and Rachel took advantage, slipping her tongue into Max's mouth.

Max tried to press back but was distracted at how Rachel's fingers trailed down her cheeks to her neck, pressing gently at her pulse, as well as Chloe's digits tracing loving messages onto Max's lower back.

Then Rachel and Chloe both pressed tight against her and suddenly Max was enveloped in their scents and their soft, warm skin and she felt so safe and hot and she had to break the kiss, chin tilted upwards in a gasp. Max felt them breathing against her, felt their breasts heaving against her, and groaned as Chloe's nails trailed white lines up and down her side while Rachel latched onto her neck, sucking at her pulse point. Max tried to control her breathing but just couldn't, feeling her heartbeat go faster and faster at how their bare skin pressed against hers and how it felt better than she ever could've imagined.

Rachel's mouth pulled away and Chloe's lips resumed the unfinished task of colouring Max's skin with love, her tongue exploring Max's neck and jaw before nibbling at her ear, making Max squeeze her hand and whimper for her. Chloe pressed even closer and Max noticed how Chloe's hips were trembling, barely containing the urge to grind against her but in that moment Max wanted it so she grasped hold of the confidence her arousal gave her and grinded back against Chloe's pelvis and felt her panties dampen further at Chloe's sharp hiss in her ear. The blue haired girl didn't need more convincing than that before there was a patterned friction against Max's jeans and Chloe's free arm was around her waist, gently rubbing her stomach that was absolutely quivering.

Rachel bestowed a kiss to Max's chest, right over her heart that was beating so soundly she was sure both her girlfriends could hear it, and Max lowered her head slightly to see Rachel staring at her, staring through her, and it sent a spike of white-hot pleasure to her core. The blonde didn't look away as she lowered her hands slowly, torturously slowly, until she rubbed a single finger along the top edge of Max's bra cups. Even though Max had given her permission to touch her over her bra, Max knew she wouldn't even do that until the photographer provided her consent again.

God, Max wanted this. She needed this.

She barely managed to nod at Rachel and then the blonde was kissing her intensely again, palming Max's bra and giving an experimental squeeze of her breasts. Max whimpered into the mouth overpowering her own, unconsciously pushing her chest against the touch. Rachel seemed to get the message, pressing firmer and massaging Max's breasts in deep, slow circles. Something about it felt so good, so intimate, even with the bra in the way and Max knew Rachel could easily thrust her hand under the garment or pull the bra down and take Max's nipple into her mouth and suck hard and _fuck_ ; the very thought made Max pant, legs shaking as her nails dug into Rachel's hip. Rachel growled into her mouth, biting Max's lower lip and dragging it with her as she pulled away from the kiss, a hungry leer in her eyes that made Max's body feel frozen yet on fire simultaneously.

Chloe's hand trailed up Max's abdomen, fluttering over her ribs and shyly fingering the underside of Max's bra. The implications of that were clear to everyone involved and Rachel moved one of her hands up to rest over Max's heart, the organ pumping madly beneath her palm. It was so intimate and made Max feel so warm because Rachel owned her heart, as did Chloe, and they both knew her heart was beating this fast for them and only for them.

Chloe sighed against Max's neck as her hand lifted further upwards, fingers trembling as she cupped Max's breast and massaged it in a similar fashion to what Rachel continued to do on her other breast. Knowing that both of them were touching her in new ways, in incredible ways, filled Max with excitement and happiness and love and every cell in her body was ablaze with pleasure.

Rachel broke the kiss to trail her mouth down Max's neck again, down her chest until she laid a hard, lingering smooch in the valley between Max's breasts. When Rachel went even lower and gently took the bottom of the bra's underwire in her teeth and tugged Max felt like her breath had been knocked out of her, and once again she couldn't help but imagine those teeth directly on her breasts. Those teeth would be sharp but gentle and painful and _good_ and Max wanted those teeth to mark her and make her Rachel's forever.

She wanted it but knew she wasn't ready for it. Not yet. For now the fantasy was enough because she knew, one day, it would come true.

Rachel knew that as well, as that tug on her bra meant Rachel was giving a promise to Max of what she could do for her in the future; that Rachel was thinking about how to pleasure her in the future, and the thought made Max's cheeks redder than ever. She squeezed Chloe's hand for support and Chloe squeezed back, placing reassuring kisses all over Max's neck and shoulders, hips still rolling against Max's ass in a slow, steady rhythm.

Rachel stared up at Max for a moment, studying her expression no doubt, before she sank to her knees to comfortably trail her mouth even lower, her lips surfing over Max's ribs and quivering abdominal muscles. The blonde circled Max's bellybutton with her lips before diving her tongue in and Max gasped, the sensation weird and sensitive but somehow really intimate and it took everything in Max not to fall over. If not for Chloe's supportive weight at her back, she just might have.

Rachel went even lower, hot open-mouthed kisses halting at the waistline of Max's jeans. She looked up at Max through her eyelashes as she dragged her nails across Max's stomach just hard enough to make Max grunt, before teasingly tracing her index fingers along Max's waistline. Never dipping under, but making it clear that she could at any moment, and Max could barely handle the ticklish sensation and all its implications.

But when Rachel tilted her face slightly downwards to nibble at the button of Max's jeans, her chin digging against Max's crotch, the brunette cried out, her body hunching over slightly.

"Oh god!" Max groaned, squeezing Chloe's hand enough to hurt while the other dove into Rachel's hair, gripping tightly. Having a half-naked Chloe pressed to her back and grinding against her while Rachel was literally on her knees in front of her, positioned exactly how she would be if she were eating Max out, and knowing Rachel could probably smell how turned on she was and imagining how the teeth nibbling her jeans button would feel on her clit instead nearly made Max come on the spot.

The brunette unconsciously spread her legs a little wider, every touch of lips and fingers making her body jolt. God, she couldn't handle this. It was too much yet somehow she wanted more; her body was begging for Chloe's hand to push her bra aside and for Rachel's teeth to pull her button loose and—

With a final kiss at Max's waistline, Rachel rose back to her full height. There was a smug, annoying, and dazzling grin on her face. Max could barely regulate her breathing as she stared at her and her mind was too wiped from what had just happened versus what was happening in her own mind to be able to form words.

"Well," Chloe began with a shrug, "at least she doesn't just do it to me."

Somehow Rachel's grin grew wider and those hazel eyes sparkled like gemstones. Max swallowed thickly under that warm, passionate gaze.

"It's too fun not to," Rachel said with a laugh. Her expression softened as she reached out and brushed Max's bangs out of her eyes. "Was that okay, Max? How do you feel?"

"I can't feel my legs."

Max didn't exactly mean to say that but it definitely was true, and the limbs were shaking so hard she probably wouldn't be standing without the support of her girlfriends. There was a pause before both Chloe and Rachel burst out laughing, the blonde throwing her head back while Chloe buried her face in Max's shoulder. Max huffed once she found the breath to do so and pouted, but couldn't keep that face for long when her girlfriends were so giddy.

"I'll take the ego boost. Here," Rachel offered, guiding Max over to the bed and sitting her down on the edge. When Max looked up the Christmas lights transformed Rachel's mane into a sea of rainbow and suddenly it was hard to breathe again. "You don't need to stand anymore. Soon we'll all be on this bed and I'll be making Chloe scream my name."

That sentence was said so casually that all Max could do was blink, and Chloe nearly tripped as she walked over to them. Chloe coughed and tried to pretend that didn't just happen but it definitely did and now all of Rachel's attention was focused on her, which could be good or bad, or both, and Max was interested to find out which.

"Now Chloe," Rachel purred, and Max was fully attentive on how Rachel just flipped open the button of her jeans and was gradually sliding them down her hips, "help me put on that strap-on, will you?"

Chloe's eyes widened and, just like Max, she couldn't peel her eyes away as Rachel's dark, ripped jeans fell teasingly slowly to reveal smooth, shapely legs, leaving Rachel in nothing but her black panties. They looked as soaked as Max felt and she couldn't tell if she was envious or impressed at how well Rachel could conceal her own arousal.

Had Rachel been that wet for awhile or did touching Max just now turn her on even more?

Max bit her lip, the thought seeming so unfathomable but she knew it wouldn't be the first time she managed to turn Rachel on and she remembered quickly after that she had helped Rachel orgasm before. It wasn't because of luck or chance; it was because she gave Rachel all her love and energy and Rachel gave all hers back and they got to experience something beautiful together.

That could happen again tonight. Max could be a part of that again tonight.

Chloe gulped, looking like it took all her willpower to tear her gaze away from Rachel to reach across the bed and grab the forgotten red strap-on, holding it out for Rachel to take.

Rachel clicked her tongue in disapproval, gesturing at the toy with her hand. "Now how am I supposed to put that on when I'm still in my underwear?"

The expression on Chloe's face—and the smugness on Rachel's—would have made Max laugh if she wasn't so fucking turned on. She watched as Chloe's jaw opened and closed several times like a fish, always about to say something and then either thought better of it or couldn't figure out how to say it. The blue haired girl was fidgety, fingers twitching and her head snapping back and forth between Max's face and Rachel's and then down Rachel's gorgeous body and back up again.

Rachel tilted her head and narrowed her eyes seductively, crossing her arms under her breasts to push them up. Not a lot. But enough to sink Chloe to her knees. The blue haired girl placed the toy back on the bed and just stared up at Rachel for a moment in pure adoration, desperate to please, and Max's head was filled with images of a servant bowing to their queen or a soldier to their commander.

Chloe dipped her fingers into the sides of Rachel's panties, swallowing thickly as she slowly began pulling them down. The haughtiness on Rachel's face diminished, and she smiled and gently pet Chloe's hair when the punk began kissing down the same path her underwear fell, eager lips tasting the flesh of her thighs, knees, shins. When Rachel stepped out of the wet garment and kicked it aside, Chloe positioned the strap-on near her feet so the aspiring model could step in the openings, and Chloe kissed up the opposite leg as she pulled the toy up with her. Once at Rachel's waist Chloe connected the links and tightened the straps, ensuring the toy was securely in place.

Rachel checked the straps herself too, just to be sure, and she bent over to reward Chloe with a sweet, lingering kiss on her forehead before Rachel sat next to Max on the edge of the bed, feet on the floor. The blonde spread her knees wide apart so the dangling red phallus was proudly on display in front of Chloe who was still on her knees.

Oh Jesus Christ. Max could already tell what was about to happen and mentally prepared herself because she remembered how much it short-circuited her brain when she saw the mirrored version of this last time.

Rachel didn't say anything but she didn't need to. Chloe eventually inched her way forward, wooden floorboards creaking under her movements, and her blush darkened the longer she stared at the toy. Blue eyes flickered between Rachel and Max, looking a little nervous, maybe even embarrassed, but Rachel was completely patient, not saying or doing anything to further influence Chloe's decision.

It was interesting, Max thought. Rachel never forced her or Chloe to do anything not only because she was wonderfully sensitive and considerate, but because she knew she would never need to. She had this talent of making people want what she wanted; of making something intimidating seem appealing; of letting you make the decision on your own because that was what would keep you coming back for more. Rachel could always sense the shift in someone when their nervousness turned into excitement, into desire, and she always knew how to strike at that opportune moment to ensure that you couldn't go on without the pleasure she could offer you.

Rachel knew how to manipulate everyone around her. Max knew that, as did Chloe. What always amazed Max, though, was how Rachel managed to use that manipulation for their own good. She used it to convince Chloe that people really did care for her and want to be with her, and she used it on Max to boost her confidence in herself and her decisions. Even when Rachel used her manipulation tactics for her own benefit, the results always ended up benefiting Max and Chloe as well because it was obvious Rachel couldn't stand it when she hurt them, even unintentionally.

That applied in this situation as well. It was obvious what Rachel wanted and from her body language and the look in her eyes she fucking knew she was going to get it, but more than anything she wanted Chloe to make that conscious decision herself. She wanted Chloe to _want_ to please her. She wanted her own desire, her own pleasure, to be Chloe's as well, so they could equally benefit from the experience.

That was equally as heartwarming to Max as it was hot, and when Chloe finally leaned forward to wrap her lips around the head of the toy Max nearly fainted.

Rachel smiled, running her hand through Chloe's cobalt strands as the punk slowly bobbed her head back and forth, sucking hard on the end of the toy and running her tongue up and down the sides. With one hand she gripped the base of the toy, squeezing a few times before pumping it in her fist, and with her other hand she gently rubbed at Rachel's inner thigh.

"That's my good girl," Rachel murmured, eyes cloudy with lust as she scratched the nape of Chloe's neck. Chloe groaned against the toy in her mouth, shifting her weight on the floor and Max, considering what those words just did to her own underwear, could only imagine how much Rachel's words excited Chloe. Rachel had said them so many times today already yet they never seemed to lose their desired effect. How could a few simple words be so powerful?

Silly question. The words were important, sure, but what mattered the most was the girl saying them.

 _Fuck_ , Max wanted her. As much as she loved watching this, she wanted to be part of it, too.

The brunette brushed Rachel's arm with her knuckles and the blonde glanced at her, a little surprised. Max gulped, gaze dropping to Rachel's lips, and surged forward to capture them before she lost her boldness. Rachel pressed back immediately, nibbling at Max's lips and wrapping an arm around her waist to pull the brunette closer without interrupting Chloe's work. Max shivered, still not used to feeling such warm, bare skin against her own, but melted into Rachel's hold, one hand raising to cup Rachel's cheek while the other rubbed at her sharp collarbone.

Rachel's heart was beating really fast. As fast as Max's own.

Something about that revelation gave Max confidence and the hand at Rachel's collarbone trailed lower, tracing patterns on her chest before it reached the valley of her breasts. Max gently cupped one of the mounds of flesh and gave a tentative squeeze, and Rachel's hum of approval in her mouth inspired Max to deepen her ministrations. She met Rachel's explorative tongue with her own in a shy greeting and Rachel actually let her dominate the kiss for once; let her explore at her own pace. Max was thankful because it let her focus on massaging Rachel's breasts at the same time, gripping fistfuls of warm flesh before teasing a hard nipple between her fingers, pinching softly.

Rachel smirked into the kiss, pushing her chest further into Max's touch and Max could barely handle what was going on and that she was managing to do this, but she persevered because it felt good knowing she was making Rachel feel good.

Max softly broke the kiss to press her lips to Rachel's chin, her jaw, down her neck and across her chest. Max was so close she could hear every pound of this beautiful heart, healthy and happy and alive, and the brunette couldn't fathom a better sound other than the voices of her girlfriends themselves. She kept kissing lower until Rachel's breasts were right in front of her face and Max hadn't actually planned this far ahead and suddenly she was panicking on what to do.

She glanced up and Rachel was smiling at her encouragingly and rubbing her waist softly. The opportunity was there. Her choice was there. Rachel wanted it. Rachel wanted Max to want it.

And _fuck_ did Max want it.

Slowly, nervously, Max inched her head forward to blanket kisses all over Rachel's breasts, not leaving a sliver of skin untouched. Rachel sighed, now petting Max's hair as well as Chloe's who had just spit on the toy and was taking larger mouthfuls than before, getting every inch of the phallus coated in her saliva. Max gulped, gripping at Rachel's shoulders for support, before she delicately dragged the tip of her tongue against a hard nipple. Immediately she noticed a tremor in Rachel's shoulders, one Max imagined the blonde tried to conceal and that made it even hotter that she couldn't, and then Max took the nipple into her mouth and suckled softly.

It tasted just like any other patch of skin but the crinkled stiffness was a new sensation against her tongue; one that Max absolutely loved and she yearned for more. She circled the nipple with her tongue and gently twirled the other with her fingers, living for how Rachel's breathing was turning uneven.

"That feels good, Max," Rachel encouraged, smoothly pushing brown bangs from Max's eyes. Warmth blossomed in Max's chest at the praise, filling her limbs with unexploited energy. "You can go a little harder if you want."

Christ. Okay. Okay, she could do this. She knew Rachel would like or support anything Max wanted to try doing so Max thought hard about what she would want done to herself if she was in Rachel's position. When Max was ready, what would she want Chloe and Rachel to do to her?

Teeth. She wanted teeth.

The words barely finished screaming in her head before she was biting down on Rachel's areola, the flesh sinking and spreading, and Rachel gasped, arching into her. Max trembled— _she_ made Rachel make that sound—and roughly played with the other nipple, twisting and tugging and then stroking it better. Max swiped her tongue over the indents her teeth made in the flesh before she nibbled softly on the sensitive bud.

"Fuck," Rachel groaned, yanking Max's hair roughly and involuntarily bucking her hips. Chloe sputtered as the toy no doubt pushed further into her mouth than she expected. The blue haired girl recovered quickly, though, bobbing her head faster and with more vigour while her hand shifted to the top section of the strap-on above the phallus, pressing her palm firmly against it to ensure the material would cause friction against Rachel's clit. Rachel's hips bucked again but Chloe's hand held her down, applying more pressure than before.

Rachel released a stifled cry and suddenly Max was pulled away from Rachel's breasts and the blonde's lips smashed against hers, the passionate tongue in her mouth dominating every inch. Max felt her whole body tremble, completely consumed by Rachel, the tongue in her mouth a flame sucking up all her oxygen and Max was left panting against her, chests heaving together, her pulse throbbing.

Then Rachel reached down to pull Chloe up, their lips colliding with a rough force that had both of them moaning and reaching for any inch of skin they could from each other. Chloe was awkwardly bent over to keep the kiss connected, and as she stood to hover over Rachel the aspiring model's hands were a blur of experienced motion as she tugged the zipper of Chloe's jeans and began pulling them down, much of her earlier patience evaporated. Chloe shuddered into the kiss but let Rachel remove her jeans, looking about as ready to be out of them as Rachel was to take them off.

Max's gaze broke away from their heated kiss to the obvious dampness in Chloe's panties, and then to how Rachel's hand was there, the heel of her palm stroking Chloe through her last article of clothing. Chloe cried out, clearly not expecting the contact, and grinded down on Rachel's hand. Max blushed, her head pounding from the blood rush, and her core throbbed with need as she watched her lovers interact, Chloe's moans into Rachel's mouth growing louder and louder as Rachel increased her pressure.

Soon Rachel pulled away, Chloe releasing a strangled breath from the loss of contact, and kept Chloe's gaze as she licked some of the moisture off her hand. Max had no idea how it was possible for her face to turn any redder but in that moment it fucking did, and _god_ how were both of her girlfriends so goddamn attractive? How was this even fair?

With a shit-eating grin Rachel scooted to the back of the bed and laid down, her golden mane fanning across the pillow. She adjusted the position of the strap-on and then patted the spot on the bed next to her with her hand.

"Come sit next to me, Max," Rachel said and Max found herself obeying without even thinking about it, her blue eyes travelling Rachel's slim form as she shifted upwards on the bed, planting herself next to the blonde. "And Chloe," Rachel's eyelids drooped as much as the pitch of her voice, crimson-tipped claws stroking the slick red dildo attached to her pelvis, "you know where you get to sit."

If Max had been under any form of physical stimulation when she heard that sentence she probably would have orgasmed. She wouldn't be surprised if the tremors that just coursed through her body made the bed itself shake.

The softest moan shadowed Chloe's slow exhale, her gaze darting between the toy and Rachel's eyes which, despite Rachel's lustful tone, were filled with love and admiration. When Chloe's hazy blue eyes met Max's own the brunette could barely breathe, shaking at what she knew she was about to witness. Rachel had been teasing Chloe all night and Chloe finally had the chance to release the pressure coiling inside her.

The thought made Max's own heat coil tighter.

Chloe pulled down her soaked underwear and blushed under the stares of her girlfriends, but Max knew despite her bashfulness that Chloe truly did enjoy feeling wanted and desired, no matter what form in which it took. And Max and Rachel both wanted her, no denying that, in every way the term could be used.

Chloe crawled over Rachel, kneeling above Rachel's hips, her core lined up with the strap-on. Chloe rubbed herself against the toy, the friction on her clit making her bite her lower lip, the movements slickening the dildo further with her plentiful wetness. Rachel remained completely still, letting Chloe prepare herself, and honestly she was probably enjoying the show as much as Max was. The brunette could only imagine how it felt. After being pushed to the edge and denied so many times and having to endure that torture for so long, even the slightest simulation against Chloe's clit probably felt like pure bliss.

Max suddenly really wanted to touch herself. She was absolutely throbbing and knew it was only going to get worse and the thought of not getting an orgasm by the end of this nearly made her want to scream. But she couldn't just... do that in front of them. If she couldn't manage to do it under the blanket when they were watching the movie there was no way she could do it now. And she wasn't ready for them to touch her directly yet, either.

She'd figure out something. She was able to rub herself to an orgasm through her jeans on Rachel's thigh before, after all. She'd find an opportunity.

Right now it was all about Chloe, and Max wanted Chloe to have all her love and attention.

Chloe gripped the base of the dildo to adjust it into a rigid, vertical position before lowering herself onto it. She teased her entrance with the head of the toy before pushing it inside, stifling a moan as she slowly and gently eased the rest of the toy within her. She breathed deeply, giving herself a moment to adjust to the size of the toy stretching her inner walls.

Chloe rolled her hips once, twice, and then found a gradual rhythm, grunting with each thrust.

Rachel released a breathy groan, the force of Chloe's hips no doubt causing the holster of the dildo to brush against her clit. Rachel placed her hands on Chloe's waist to feel the sway of bone and muscle; to keep Chloe at a leisure pace. Max watched, eyes glazed, completely entranced by how her girlfriends were joined together in this moment. The brunette found it hard to breathe as their breaths deepened, Rachel's cheeks flushing and Chloe's face contorting as her pleasure built.

Suddenly Rachel's hips thrust upwards, the deep penetration of the dildo making Chloe cry out Rachel's name, her body hunching forwards to grip fistfuls of the bed sheets near the blonde's head. For a moment Rachel was relentless, keeping a tight hold of Chloe's hips so she could slam up into her again and again, the moans spilling from Chloe's mouth causing Max to squeeze her thighs together because holy _fuck_ this wasn't even fair. Chloe laid flat on Rachel and smashed her mouth against the blonde's, barely able to form a kiss with her broken cries keeping her lips apart but their tongues somehow managed to collide with Rachel quickly earning control.

Max wanted to help too but was honestly too stunned to do anything, Rachel's wet thrusts and the sound of Chloe's vulnerable voice making her forget how to function. Blue eyes traced her girlfriends breasts pressing together, the curve of Chloe's spine, the fast, but controlled, rise and fall of Rachel's pelvis and how so much of the toy seemed to disappear into Chloe only to reappear slicker than before. Max felt herself pulsating when she wondered how that must possibly feel on both sides. To receive such a full, unyielding pleasure, and to be the one to make someone feel so good they couldn't even form proper words.

Eventually Rachel slowed down until she was no longer moving. Chloe groaned from the lack of stimulation, sitting up straight to balance herself so she could roll her hips again, purposely pushing down harder than before. Rachel grunted under her breath in response, fingers twitching as they trailed up and down Chloe's shaky thighs.

Max bit her lip, inching forward to grip Chloe's hand, squeezing tightly when Chloe stared at her with hooded eyes. Just from the simple weight in her palm Max could feel the strain of Chloe's muscles; the fluidity of her movement; the struggle to contain her own pleasure. With her other hand Max gently rubbed Rachel's flat stomach, the muscles quivering beneath her touch in a way that clearly showed Rachel was trying not to thrust upwards again—whether to draw out Chloe's pleasure or her own, Max wasn't sure.

It was fucking attractive either way and Max felt like she might die if she didn't relieve the tightness in her lower belly soon.

Rachel seemed to notice her discomposure and stared at her for a moment, perhaps analyzing the situation, before her eyes lit up with the unmistakable glint of a new, and probably mischievous, idea.

"Come here," Rachel beckoned.

Max's eyes widened, wandering over Rachel's body, then Chloe's, then to the space around them. Max was already pressed decently close to them. How much closer could she possibly get?

"Um," Max stumbled, "where?"

Rachel giggled, the joyful sounds giving way to soft groans as Chloe's thrusts increased in force. "Let's get you eye level with Chloe. Sit up and swing a leg over me."

It took Max a moment to realize that if she did what Rachel asked she would practically be sitting on Rachel's face and Max's whole body trembled at the thought of such a vulnerable and... and _hot_ position. Her jeans would still be on, of course, but... _fuck_. She almost lost it earlier when Rachel's face was at her crotch and nibbling at the button on her jeans, but something about this, with both of her girlfriends naked and Chloe's body rolling with pleasure in front of her, felt so much more exposed and intimate.

It scared Max a little to be honest. It made her blood run with excitement and arousal as well, but the fear was what Rachel seemed to pick up on most because her face twisted in guilt at her own suggestion and if Max didn't reply soon the look on Rachel's face would break her heart.

That look alone proved Rachel would never intentionally hurt her. Clearly she just wanted Max to feel involved and wanted to make Max feel good, within her boundary limits. But Rachel also wanted to ease her into trying new things and this would definitely be one of them.

Of course Max wasn't offended by that. A little stunned at the idea, nervous, but never offended.

Her protective instincts kicked in, the hand on Rachel's stomach flying to her cheek to stroke the heated flesh. "You just threw me off guard, that's all," Max reassured, the ache in her heart lessening as Rachel's worried expression did the same. "I can..." Max bit her lip, eyes wandering Rachel's face, turning to look at Chloe who looked back with lust but also concern, and it made Max's heart throb with love. Both of them were so patient and caring with her. She loved them so much.

Max turned back to Rachel. "Yeah. I think I'm okay doing that."

Rachel's eyes studied her for a moment, looking right through her into the depths of her soul for any deceit, evidently not wanting Max to agree to her suggestion if she didn't actually want to. Although the idea was a little nerve-wracking to Max it was more appealing than anything, and she knew Rachel would treat her right. Max knew Rachel or Chloe wouldn't stop her from moving or voicing her opinion if she was uncomfortable, and that helped a lot with this decision and many of those previous.

Finally Rachel nodded, a small smile curving her beautiful pink lips. She pulled her arms away from Chloe's thighs, letting them rest flat on the bed so Max would have an easier time manoeuvring over her.

Oh boy. That was her cue, wasn't it?

Max gulped. She could do this. Her heart hammered a mile a minute as both Chloe and Rachel stared at her, but goddammit she could do this. She took a deep breath in, then out, and took the plunge.

The brunette swung her leg over Rachel's abdomen, careful to avoid Rachel's hair, her front facing Chloe. Max slowly shifted backwards to line herself more towards Rachel's face, and the blonde's gentle, encouraging hands on her thighs helped Max figure out how far to kneel down without accidentally putting her weight on Rachel's head. When Max was more certain of her seating her eyes were glued to Chloe again, on her rolling hips and perspired skin and parted lips, and Max realized that she was the only one with a clear view of Chloe now.

"I-Isn't this blocking your view?" Max asked Rachel, her voice shaky. It took everything in her not to awkwardly shift her weight.

Rachel chuckled, and somehow the blonde managed to make it sound sexy as hell. "Not in the slightest."

Max shivered, the skin of her exposed abdomen suddenly so much colder than before, but her legs felt so warm against Rachel's body, especially thanks to the hands rubbing her thighs. Chloe's eyes ran up and down her form and promptly Max didn't feel as cold anymore, her own gaze locked onto the increasing pace of Chloe's hips, digging the strap-on even deeper inside herself. Chloe was so wet, her juices spilling down the length of the shaft and Max was reminded, again, that she was drowning in her own underwear.

And with Rachel's face literally right underneath her, no doubt could the blonde smell her arousal. She instinctively wanted to close her legs out of modesty but couldn't in her position, and had to remind herself several times over that this wasn't something she needed to be embarrassed about. Not that it wasn't okay to be nervous or embarrassed, but she knew that Chloe and Rachel probably thought her arousal was attractive and flattering so there was no need to be embarrassed that her body got worked up from her girlfriends' advances.

"Max?" Rachel questioned softly. Her voice rumbled against Max's inner thigh. "You let me know if this gets to be too much, okay?"

Max blinked, slowly, still distracted from how beautiful Chloe looked. "S-Sure, but what are you—"

Max felt the faintest, ghost of a touch at her core through her jeans, and when she hunched over slightly to look down she realized Rachel was licking her. The tip of Rachel's tongue poked at where Max's entrance would be if she were unclothed, the flat of Rachel's tongue trailing further upwards. And with how high Max's jeans were pulled up against her crotch, she—

Rachel's chin brushed against Max's clit and the brunette cried out, involuntarily grinding down on Rachel's face. The blonde responded immediately, arms wrapping tight around Max's thighs to keep her still as she purposely kept rubbing her chin against her, her tongue tracing a firm line along where Max's slit was.

"Oh _fuck_ ," Max groaned, holding a hand to her mouth to try and conceal any further sounds from escaping but quickly learned her efforts were futile. Her other hand reached out to find solace in something, _anything_ , and was thankful when Chloe reached out and tightly gripped her hand, securing her. Max vaguely noticed that Chloe had ceased her movements just so she could stare directly at Max without any major distractions, and that was as far as Max's thought process went before there was pressure on her clit again and Max was a quivering mess under Rachel's touch.

How did this feel so good? She needed to repeat that question to herself again because, really, how did this feel so good? Rachel's tongue could barely be felt through two layers of clothing yet somehow just the knowledge that Rachel's tongue was moving against her as if the blonde were eating her out was enough for Max to imagine Rachel _actually_ eating her out and that made her core white hot, her muscles trembling and her panties so damp she wouldn't be surprised if Rachel could taste her even through her jeans.

Rachel's hands began moving, long fingernails clawing up Max's inner thighs and getting dangerously close to her heat before trailing back down again. Max was panting, her hips grinding down on their own and felt herself become even wetter from how strongly Rachel was holding her to keep her still; to keep her exactly where Rachel had best access to her.

Biting her lip, Max moved her hand from her face to instead fondle Rachel's breasts, pressing deeply and weaving hardened nipples between her fingers. Rachel growled and the faint vibrations against Max's clit made a harsh cry burst past her lips. That sound seemed to bring Chloe back to life as the punk rolled her hips harder than ever, the force of her movements creaking the mattress. The press of the dildo's holster against her clit made Rachel continuously groan against Max, and thus Max was reduced to an absolute mess and she needed to feel _more_.

Reacting on raw instinct, raw passion, Max seized Chloe by her shoulders and smashed their lips together, sucking Chloe's lower lip between her own. Chloe was shocked for a moment before she kissed back with equal enthusiasm, moaning into Max's mouth. Chloe's head bobbed slightly along with the movements of her body but Max stayed close, not allowing their lips to separate. Her tongue met with Chloe's but nothing was shy about it this time, wanting to taste and feel everything Chloe could offer right now because she felt so hot and she had no idea how this could feel as good as it did but it was amazing and she never wanted it to stop.

With both hands Max stroked Chloe's hair, her neck, her shoulders, before trailing down to grip fistfuls of Chloe's breasts, kneading deeply. Chloe whined, her sounds becoming more and more high pitched. Rachel's touch was making it hard to focus but Max persevered, wanting to pleasure Chloe as much as she could, inspiring her to pinch and tug at Chloe's nipples a little harder than she normally would.

"Oh god," Chloe groaned, breaking their kiss to throw her head back. Max pressed forward, licking at Chloe's collarbone, the coil in her belly knitting tighter and tighter from Chloe's noises at her ear and Rachel's at her crotch. Max's whole body felt on fire, so hot yet not hot enough. She could still be hotter, everything could be hotter, and she grinded against Rachel's mouth and bit down on Chloe's thundering pulse. Chloe whined again, her voice breaking, body trembling. "I'm gonna... I'm..."

"Nuh-uh," Rachel said teasingly, voice laced with lust as her hand shot out to pull the dildo from Chloe's heat, shielding it with her palm so Chloe couldn't penetrate herself with it again. "Not yet. You don't get to come so easily."

" _Easily_?" Chloe echoed, an exasperated wail, her body instinctively still grinding down on Rachel's hand to cause friction. "How many times have you denied me tonight already?" Rachel kept avoiding any harsh stimulation on Chloe's core and the poor girl looked so frustrated she might scream. "For fuck's sake Rachel, just let me—"

"Um..."

Max didn't realize she had started speaking until Rachel's hand stopped moving against her thigh and Chloe was looking right at her. Those eyes were so needy and desperate and _wow_ Chloe really was so close. It was almost cruel this time how she was denied. Max rose to shift off of Rachel's face and the blonde immediately let her, her legs burdened with tremors as she kneeled at Chloe's side.

"Rachel, it looks like Chloe has been enduring this for awhile," Max spoke slowly, carefully, the words making her face burn. But she had an opinion here and she wanted it to be heard, especially with how Chloe was looking at her. "I think she should finally get to... um... you know."

Rachel stared at her for a moment, surprised but also contemplative of Max's words, but then her eyes sparkled with mirth and immediately Max was wary of what Rachel was about to say or do.

"Oh? Are you offering to finish Chloe yourself?"

Max's heart leaped into her throat and it was impossible to breathe, frozen under the stares she received from both Rachel and Chloe. Rachel's gaze was teasing, but also curious. Chloe's was... god. No one had ever looked at her so desperately before. Chloe needed some form of relief, anything, and Max was sure Chloe was imagining the scenario now and Max doubted she could meet the expectations.

Other than touching Rachel's clit the first time, she had never pleasured a girl directly before. She wouldn't have any idea what to do aside from what she normally did to herself, but that was different. This was Chloe. Her Captain. Her best friend. Max wanted to treat her right but Chloe was so far gone and Max was sure that Rachel could do a much better job.

Her uncertainty must have shown on her face because Rachel was quick to sit up and place a hand on her shoulder. Chloe clumsily shifted out of Rachel's lap to rest on her knees, her thighs slick and Max was staring and oh Christ.

"Max, you don't have to," Chloe was quick to say, covering Max's hand with her own and squeezing gently. The punk's breathing was still laboured. "If it makes you uncomfortable don't ever force yourself. I can rub one out if I need to."

Wow. Just when Max thought her underwear couldn't dampen any further.

"I-It's not that," Max stumbled, awkwardly rubbing her elbow. "The idea doesn't make me uncomfortable, it's just..."

Chloe and Rachel stared at her patiently, love and worry in their eyes. They really were the sweetest partners Max could ever ask for. They were being so open and honest with her and Max had to respond the same way if she wanted them to understand her point of view.

"What if I'm no good at it?"

The anxious words hung in the air for a moment, wrapping tighter around Max's throat with every passing second.

"... What?" Chloe eventually questioned, blinking a few times as if in disbelief.

The photographer flushed, huddling in on herself. "You guys have done this so many times and Rachel could probably get you off so much better than I could. I wouldn't have any idea what to do and you're already so close Chloe and I wouldn't want to frustrate you more."

"Max..." Any hardness on Chloe's expression melted away and she shifted even closer to Max, comfortingly trailing her knuckles up and down Max's arm.

"Max, I would like to remind you of something," Rachel chimed in, squeezing Max's shoulder to ensure she had the brunette's attention. She looked just as bewildered by Max's worries as Chloe, and there was a warm determination in her eyes. "The very first time you had me in bed, all it took was one touch down there and you made me scream your name."

The brunette trembled at the memory. Rachel's wetness on her fingers, her warm body gliding over Max's, the banshee-like shriek in her ear... Max recalled every sensation.

But Max knew she wasn't the only one who made Rachel feel good in that moment, and she barely did anything in comparison to Chloe's efforts. "That's because you were already so worked up from Chloe..."

"I was worked up from both of you. And that one touch made me almost lose it. And guess what?" Rachel leaned in and nuzzled Max's ear, purring against it. "Right now Chloe is worked up from the both of us. Bet you five bucks she's one touch away from almost losing it, too."

"I bet a fucking million," Chloe responded sharply, rubbing her thighs together. Max felt laughter bubbling in her throat but the nibbles at her earlobe made her release nothing but whimpers. Then she met Chloe's surprisingly serious gaze, and Rachel must have noticed it too because she pulled away, both to Max's relief and disappointment.

"Listen Max," Chloe said. "Never think you're not good enough. You are. You always have been. I've loved having you here with us. You make me feel warm and safe and I can feel how much you care and want to do well when you touch me. You don't have to worry so much, Caulfield. You're amazing. But I get why the thought of touching me... _more_ would be nerve-wracking. It's okay to be nervous about it. You should have seen me go down on Rachel the first time." Rachel's instantaneous knowing smirk made Chloe blush and rub the back of her neck. "If you do want to try, Rachel and I will help you through it, yeah? And if you don't want to, I'm sure Rachel will stop being a dick eventually and get me off." Chloe briefly glared at Rachel before her gaze softened and lowered. "I would... I would hella love it if you did, though. N-No pressure or anything! Just... yeah."

There was something about the tone of Chloe's voice and how sheepish she looked that shifted something within Max. Of course Max was still nervous and scared she wouldn't do as well as Chloe deserved, but... Chloe wanted this. Chloe wanted Max to touch her. Chloe was the most beautiful and most caring person Max had ever known and seeing her hard shell break away and her genuine feelings shining through made Max's heart ache with love for this girl.

Chloe wanted this so badly, and Max knew it wasn't just because she was near her climax. Chloe wanted to give everything she was to Max. She wanted to prove to Max as thoroughly as she could that she loved Max, appreciated Max, and that Max was doing so well with them and that she should never doubt herself.

Max knew this decision was just as much about herself as it would be for Chloe. This was a chance for her to be closer to Chloe than ever before. The image of Rachel coming, of Max helping her reach that euphoria, still looped in her mind like a broken vinyl, and if Max was just a little brave right now she could soon cherish a similar image of Chloe.

She was scared, but... she could do this. Plus, if it went well, it may even help Max feel more comfortable with sex and with her own body. The more she, Rachel and Chloe tried things together the more familiar Max felt with them, and the more she craved for a re-enactment. And Max doubted she ever would have been comfortable enough letting them touch her breasts, even over her bra, if she didn't get to touch both of theirs first. It helped her realize that it wasn't so scary, that her girlfriends were both so beautiful and that she could make them feel good, that making them feel good made her feel good, and that maybe they felt the exact same when they touched her.

One day she would be okay with them touching her more. Maybe tonight was a giant step towards that end.

Max took a deep breath and exhaled slowly.

"Okay," she finally said.

Rachel's eyes sparkled and Chloe looked completely stunned.

"Okay?" Chloe echoed.

Max nodded, reaching for Chloe's hand and gently squeezing. "I don't know if I'll be any good, but I want to try this with you. If you'll have me."

Chloe looked like she was about to chuckle but it came out like a loving sigh instead. Her eyes were shining as she gently reached out to rub Max's arm. "Max, of course," the punk said under her breath.

"I need to be sure," Rachel spoke up. "that you plan on doing this because you want to. Not just because I teased you about it."

There was a firmness to Rachel's expression that made Max seriously contemplate her words. As always, Rachel was really looking out for her. She was such an angel. And although Max probably would have been too cowardly to ask if she could try doing something like this with one of them, it was bound to happen eventually, and what better time than when Chloe needed her?

"I want to be closer with both of you. And," Max blushed, her thighs rubbing together, "making you guys feel good makes me feel good."

Hazel eyes travelled from Max's crotch to her lips and finally to her eyes again, Max turning redder with every moment she was admired by the aspiring model. Then Rachel smiled, leaning in to give Max a soft kiss on the cheek.

Chloe was quick to follow, huddling close to Max and placing a lingering kiss to her forehead. "It doesn't matter how close I am to coming," Chloe said softly, blue eyes wandering Max's own. "If you want to stop, then you stop. I know I'm an asshole sometimes, but I would never be upset with you over something like that. Okay?"

Max bit her lip, so in love she could barely harness the feeling, and buried her face in Chloe's neck. "Okay."

Max felt a quick kiss to her scalp before she pulled back and saw Rachel shifting to sit on her knees, unclasping the slick strap-on and throwing it away. Max's eyes travelled Rachel's body of their own accord, lingering on Rachel's swollen clit and the wetness between her thighs. Rachel probably wanted to orgasm just as badly as Chloe and Max had no doubt the blonde had a plan to make that happen.

"Want to lie down, Chloe?" Rachel offered, gesturing to the space beside her.

Chloe nodded, looking a little shier than before now that things were set in motion, and laid on her back. It looked liked Rachel had been planning to do something but Max beat her to it. Seeing Chloe so bare and open before her fueled every ounce of desire within Max and she _had_ to be closer to her, wouldn't survive if she wasn't closer to her, and laid her weight on top of Chloe and kissed her deeply. Chloe made a noise of contentment and kissed back eagerly, wrapping her long legs around Max's waist to keep her exactly where Chloe wanted her. Max trembled when she realized just what kind of position they were in, how she could feel Chloe's entire body flush against her, and pulled her ever closer.

Max moved back a little just so she could see the look in Chloe's eyes; full of yearning and desire and love. Chloe needed Max now, and just like in every previous timeline, every previous moment, Max would do absolutely anything for her.

The brunette kissed her again before trailing her lips down Chloe's jaw, her chin, the bruises and bite marks on Chloe's neck and collarbone. The familiarity of Chloe's body was comforting but Max wanted to ensure she memorized every little detail; every patch of skin, every area that made Chloe's breath falter, every spot that made this beautiful girl curl even closer to her.

Max manoeuvred a little down the bed to bury her face in Chloe's breasts, using the confidence she gained from using her mouth on Rachel's earlier to do the same to Chloe now. She gazed up at Chloe while she circled a nipple with her tongue before latching onto it with her lips, sucking hard, using her fingers to pinch and twist the other. The punk groaned, blushing darkly as she pushed her chest towards Max's touch. Butterflies swarmed Max's lower belly, blessed beyond words that this wonderful girl was in her life to stay and that she was able to make her feel like this.

One of Chloe's hands petted her hair as she worked and Max felt one of Rachel's hike along her back at the same time. A hefty shiver followed the teasing touch of those red painted claws, her breath faltering as Rachel's fingers came into contact with her bra clasp. Max knew Rachel would never release it without her permission but it still made her very hot that Rachel wanted to see more of her. That hand trailed even lower, past the bare legs resembling a vice around her waist to trail a finger along the band of Max's jeans. Max shuttered, teeth accidentally grazing Chloe's hardened nipple but the mewl that burst from Chloe's lips made the accident a perfect one.

Max felt the slightest pressure against her head and realized that was Chloe trying to tell her to move on. Not that Max's affections were unappreciated in any way, but that Chloe clearly wanted them... elsewhere. Max gulped but obliged, her heart hammering against her ribs as she used her hands to deeply massage Chloe's breasts as she kissed her way down her stomach, abdominal muscles twitching under her ministrations. Max went further and further, nibbling the skin around Chloe's bellybutton piercing, and only halted in her southbound journey when her chin came into contact with soft, blonde pubic hair. Chloe sighed, gazing down at Max as she detangled her legs from the brunette's waist and spread them wide.

Max froze when she realized what was expected of her next. Everything always seemed easier when you just talked about it, but when it's right in your face—literally—suddenly everything was much more real and intense. Chloe's arousal was strong and Max was engulfed by it, both craving and afraid to taste it.

This was such a ridiculous thing to be afraid of. Logically, she understood that. But she had caused Chloe so much heartache and pain and disappointment in her life, before they started dating of course, but her well-known anxiety kept taunting her that she would never be good enough for Chloe. With this, or anything else.

Chloe and Rachel seemed to sense her worry, like always, because once again Chloe was petting her hair and Rachel was stroking her back.

"It's okay," Chloe soothed, and there was so much hope and love and affection in her eyes, so much trust, that Max felt like crying. What did she ever do that was so good that she had not one, but two amazing people in her life that looked at her like that?

"I'll help you," Rachel offered. Max glanced at her, not really sure what to expect, and definitely didn't expect Rachel to swing her leg over Chloe's body and position her wet core directly above Chloe's face, directly copying the position Max was in not too long ago. Max didn't even care that she was staring at this point because she was transfixed at how that could have been her if she hadn't been wearing anything.

And even though she had been, Rachel still managed to make it be one of the hottest things she had ever experienced.

"You would do this," Chloe deadpanned with a snort, hands lifting to Rachel's thighs.

"Clearly you know me well," Rachel responded with a wink, lowering herself onto Chloe's eager lips.

Chloe immediately went to work, the tip of her tongue poking Rachel's entrance before trailing along the length of her wet slit, touching every sensitive area within reach. Rachel sighed, a blissful grin on her face, taking a moment to enjoy riding Chloe's mouth. Chloe's fingertips fluttered along her thighs as she suckled on Rachel's labia, her deep strokes making the littlest string of Rachel's arousal drip down Chloe's chin and Max swore she would never have been able to look away if Rachel didn't lean down so she and Max were face to face.

For a moment Rachel just stared at her, her eyes filled with lust and her face twitching thanks to Chloe's relentless tongue, and then Rachel tilted her head upwards to kiss Max's forehead, her nose, then her lips, lingering just long enough to give Max butterflies before pulling away. Rachel gestured for Max to move even further down the bed. Max steeled herself and did as her lover instructed.

Nestled between Chloe's legs Max now had a clear view of what she was working with and the very knowledge of that, along with the sight itself, made her blush up to her roots. It was pink and glistening and the aroma was so strong and it was _Chloe's_. She noticed Chloe's thighs twitch, probably from arousal. Whether that arousal was from what she was doing to Rachel or the fact that Max was about to do the same to her, the brunette wasn't sure. Maybe both? Both sounded good.

Oh god, Max really was about to do this, wasn't she?

"Alright Max," Rachel began, the waver in her voice just enough to be noticeable. "First off, there's nothing wrong with being nervous, okay? But you don't need to be scared. It's just a vagina. Nothing scary about it. And I guarantee Chloe will love whatever you choose to try while you're down here, so just relax and try doing what feels natural to you, or what you think you would like done on yourself. Sex is all about trying new things and exploring each other's bodies, yeah? We're all here to make each other feel good, both physically," Rachel leaned forward again to press a sweet, lingering kiss to Max's forehead, "and emotionally."

That actually... made a lot of sense. And made Max feel a lot better. Once again, somehow, Rachel made her feel special simply for existing and being there with them.

"Yeah... yeah, I get you," Max replied, trying to control her breathing. "W-What should I do first?"

Rachel chuckled. "That's up to you." Laying more of her weight on Chloe, the blonde used one arm to support herself on the bed and used the other to trail her hand up and down Chloe's right thigh. "I always like to warm Chloe up first. Kissing her thighs, her waistline... basically everywhere except where she really needs it. Drives her crazy." An annoyed, but playful, slap resonated on Rachel's ass and the blonde laughed. "She _has_ been tortured a lot today, though, so you can probably skip that step if you want and dive right into the good stuff. At that point, just— _ah_!"

Rachel released a sharp cry, her hips grinding against Chloe's face. The punk held the model by her waist, keeping her steady and gifting her with long, strong strokes of her tongue that had Rachel trembling.

"Just... just listen to her body language and respond accordingly. I know from experience you're good at that," Rachel continued, her voice rising at certain syllables. Max's core throbbed at the thought of how Rachel must feel right now, and hoped she could make Chloe feel even a fraction of that pleasure. "You can do this. We're both here for you."

Max nodded, somehow able to tear her eyes away from Rachel's beautiful face to look at the other beautiful sight in front of her. She could—oh god, this was insane. She couldn't believe this was happening. This was Chloe. This was her Captain. This was her childhood best friend.

She was about to eat out her childhood best friend.

Christ. She couldn't just 'dive right into the good stuff' as Rachel had so eloquently put it. Max needed to prepare herself way more than she knew Chloe needed to be prepared. Chloe had been ready for a long time and Max didn't want to make the poor girl wait any longer than necessary.

But she also knew Chloe would be patient with her, and that helped Max place the first kiss on Chloe's inner thigh.

She felt Chloe tremble from that one soft touch and was well aware of Rachel watching her, and somehow that made the second kiss on Chloe's thigh even easier to place than the first. She kissed up to Chloe's knee as if in a daze before trailing her lips back down and switching to the other leg. Her lips travelled up Chloe's shaking thigh and greeted each one of Rachel's knuckles as her hand was in her path, and placed a long smooch on Chloe's knee before heading back down again.

Max took her time on Chloe's thigh, kissing and nibbling and adjusting to Chloe's musk so strong in her nose. She wasn't really sure how to describe it other than it was Chloe's and that made it special. Max just wanted to be even closer to her; to absorb everything Chloe was willing to give her.

The brunette glanced up nervously at Rachel and the way the blonde was staring back at her made Max tremble. There was so much love and reassurance in those eyes, like she believed Max was the greatest person on the planet. She had the utmost faith in Max even when Max didn't have any faith in herself.

But she could do this. It wasn't as scary as she initially made it out to be. As Rachel said, it was all about making each other feel good. And, more than anything, way more than her own pleasure, Max valued the pleasure of her girlfriends.

So, with a final breath to calm her nerves, she placed a tentative lick against Chloe's clit.

Chloe fucking _whined_ and Max and Rachel both moaned softly in response. Max never needed to hear something again so badly in her life.

She ran the tip of her tongue down Chloe's slit to her entrance, amazed at how the hot flesh seemed to melt under her affections and how Chloe's plentiful wetness was already smearing against her chin. Max felt her underwear dampen further at just how drenched Chloe really was, how much she needed this, and that made her dive her tongue into Chloe's wetness, holding nothing back as she suckled her labia and worked up the punk's slit in long, deep strokes.

Chloe groaned into Rachel's heat and the blonde grinded against her mouth in response, biting her lip as she continued to watch Max. The brunette was suddenly struck with the realization that Rachel may actually be getting off to watching her pleasure Chloe and something about that nearly made Max orgasm herself.

When Max reached Chloe's clit again she was sure to meet Rachel's cloudy gaze before she took the sensitive bud between her lips and sucked hard.

" _Fuck_!" Chloe cried, hips bucking against Max's face. Max was taken aback for a moment, lips separating from her treasure, but she quickly dove back in again, licking and nibbling and making Chloe need her even more. "Oh my god, _Max_!"

Chloe writhed beneath her and Max couldn't believe how quickly she made Chloe lose control; how her determination to please Chloe seemed to overthrow her inexperience. It was fucking intoxicating and she wondered if she would come undone this fast if one of them did this to her—of course she would, who was she kidding—and she needed to feel even more. She wanted to be so close to Chloe that their pleasure would merge, their souls would merge, until no one could tell them apart.

Rachel grinned down at her, her hand stroking up and down Chloe's trembling leg and applying enough weight that the thrashing limb wouldn't strike Max or interrupt her work. "Now, what you're going to want to do is—"

Honestly Max barely even heard her, too focused on looping her arms under Chloe's thighs to keep them apart and pressing even closer. With her fingers Max spread Chloe's lips further, using her tongue to probe deeply against Chloe's slit, long licks up and down the entirety of sensitive flesh. She stretched her neck back up and trapped Chloe's clit in her mouth, alternating between slow and quick strokes of her tongue, never letting Chloe get used to a pattern.

Chloe was breathing in gasps, her moans vibrating against Rachel and the blonde whimpered, clearly trying to control how close to the edge she was being pushed.

"Oh fuck," Rachel groaned, the hand on Chloe's thigh moving to Max's head to pet her hair and swipe sweaty bangs out of her eyes. "God, that's hot. You're doing so good, Max. Keep... keep going."

Max did exactly that because she didn't think she could stop now even if she tried. The moment she started it was like a switch had been flipped, like she wouldn't survive if Chloe's taste wasn't on her tongue, and no matter how sore her jaw became she would not stop until she felt Chloe orgasm beneath her.

Max sucked harder on Chloe's clit, making sure every nerve was alight with pleasure, and the only thing that made her glance up from her work was that the arousing sounds Rachel was making were beginning to rise in volume. The aspiring model was groaning, then panting, and suddenly Chloe gripped Rachel's waist and pulled her down further, making sure the blonde couldn't escape her ministrations and Rachel cried out, her back arching and her hand grabbing a tight fistful of Max's hair. The sensation made Max moan against Chloe's core and the punk's hips bucked against her again but Max was prepared this time, pinning Chloe down.

"Oh god," Rachel yelled, nose pointed to the ceiling, body shaking and hips thrusting and Max knew she was about to come. Max heard the wet noises of Rachel's pleasure and knew Chloe's tongue was working at a frantic, desperate pace, focussing as much as she could on getting Rachel off. The blonde bit her lip to try and contain her moans but as her eyes fell on Max the blonde couldn't take it and moans spilled from her mouth without shame.

For once Max actually knew she had power here. Even more so, she knew how to use it.

With one more swipe over Chloe's clit, ensuring her lips and mouth were overflowing with Chloe's juices, she surged forward and roughly bit down on Rachel's exposed neck.

The following cry was like a sweet siren's song in Max's ear as Rachel came, her hips clamping down on Chloe's face one last time as her body shook with tremors. The blonde held onto Max for dear life and Max wasn't going anywhere, keeping a tight grip on Rachel's neck and resting a hand on Rachel's cheek to hold her close.

Eventually the shaking in Rachel's limbs calmed to a dull tingle and it was only then that Max let go, her teeth leaving furious red indents on Rachel's skin that Max may have felt guilty over if she wasn't so fucking turned on and if Rachel wasn't looking at her like she were some sort of goddess. Max blushed under that gaze but it also made her heart warm and fluttery because she knew Rachel's body was singing right now, that she was so happy, and Max was glad she could help with that. Rachel deserved euphoria all the time.

The blonde's grin stretched from ear to ear as she rushed forward and kissed her, sucking and nibbling and the tongue invading her mouth soaked up much of Chloe's sweetness. When Rachel pulled away there was a sparkle in her eyes and she licked her lips, Max's gaze glued to every movement the muscle made.

Max wanted that tongue in her mouth again. Max wanted that tongue on many other places of her body. Even if she wasn't ready yet, the fantasy alone had Max's thighs clenching together.

She needed to touch Chloe more. She needed to help Chloe orgasm, too.

Rachel sensed Max's desire and shifted quickly, but carefully, off of Chloe's head and scooted behind her. Chloe's cheeks were a dark red and the lower half of her face was dripping with Rachel's love and Max was suddenly biting her cheek to stifle a moan. Rachel smirked, lapping at the biggest sheens on Chloe's chin.

"Up," was all Rachel said to Chloe and it seemed like that was all she needed to say for Chloe to understand. Rachel opened her legs and Chloe sat between them, sweaty back to Rachel's front, and spread her legs wide. Rachel wrapped her arms around Chloe, gently scratching at her thighs and spotting tired kisses over her neck and shoulders, leering at Max all the while.

Max didn't need any reminders or tips on what to do next because in a blur of motion she was between Chloe's legs again, the punk's thighs warm against her ears as she trailed her tongue deeply up Chloe's slit. Chloe gasped, throwing her head back against Rachel's shoulder, the blonde taking advantage of the moment to layer Chloe's bruised neck with more of her own signatures. Max stared up at Rachel through her eyelashes as she brushed her tongue over Chloe's clit and the punk released a stifled cry, hips bucking against Max's face. The brunette responded immediately, splaying her hands on Chloe's inner thighs to hold them still and they were absolutely quaking, both shuddering away from Max's touch yet trying to get even closer.

She was really sensitive. Max could already tell she wouldn't be able to handle much more. And she wanted to give Chloe as powerful of an orgasm as she possibly could.

"Look at her," Rachel murmured in Chloe's ear, never breaking eye contact with Max. The sultry tone of her voice already had shivers cascading across Max's spine. "Don't you think she's doing her best for you?"

"Y-Yes! Oh my god, _Max_!" Chloe cried, one hand shooting out to grasp Rachel's thigh for support while the other buried in Max's locks, tugging her even closer. Max groaned against Chloe's clit, the vibrations and gentle brush of Max's teeth making Chloe's hips grind down against her and Max didn't stop, her mouth latched onto Chloe's clit no matter how wildly her body flailed.

"Do you want even more?" Rachel asked lowly, nibbling at Chloe's earlobe. The punk's lips were parted in a silent cry but she didn't respond, so Rachel raised her hands to tug at Chloe's hardened nipples and that made the punk find her voice again as she arched into Rachel's touch.

"Fuck! _Please_!"

Chloe's nails dug into Rachel's skin and Rachel growled into her neck, the sound, just like always, making Max want to shove her hand down her pants because it was not fair that someone could sound that sexy. The blue tipped claw in Max's hair tightened just enough to almost hurt but it made Chloe's desperation so open, so acknowledgeable, that it just made Max want to please her even more.

Rachel gave Max a pointed look and the brunette realized she was signalling for Max to enact on this 'even more' that Chloe wanted.

Max paused for a moment. More? How could she possibly...

Rachel lowered one of her hands from Chloe's breasts to stroke the middle finger of Max's right hand pressing into Chloe's trembling thigh.

Oh. That kind of more.

Yeah. Yeah, she could do that. She'd seen Rachel and Chloe finger each other many times by now and if Max had already come this far, she was sure she could do this for Chloe, too.

Not to mention she really wanted to know how it felt. She'd never even fingered herself before so everything about this would be an eye-opening experience.

Max shifted her position so her face was still pressed into Chloe's crotch but that her right arm had the leverage it needed to comfortably move back and forth when the time came. The brunette released Chloe's clit from her lips, much to Chloe's disappointment given the sharp grunt, but Chloe seemed to forgive her in the next moment based on her sigh when Max lubricated her digit with Chloe's wetness. She circled Chloe's clit with the pad of her finger for a time before petting her way down, stopping at Chloe's entrance and teasing it with the softest of touches.

Max bit her lip as she looked up at Chloe, silently asking if it was okay to continue. She didn't think she'd be able to say the words without spontaneously combusting in one way or another. Chloe didn't reply verbally, but the thrust against Max's hand and the desperate polish in Chloe's eyes said more than words ever could.

Sucking in a breath, Max tentatively circled the wet, sensitive flesh for a moment before leisurely and gently easing her middle finger into Chloe's heat. And _god_ was it warm. Max didn't expect it to be so warm and when her finger was all the way inside Chloe was breathing harshly, her inner walls tightening around Max's finger, greedily trying to draw her in even deeper. Suddenly focussing on breathing became too much, because all Max could focus on right now was making Chloe feel better than she ever had before.

Very slowly Max drew her finger out and then pushed back in, relishing in how the muscles released and then clamped onto her tighter as Chloe got more and more aroused. Max lowered her head again to lick and suck at Chloe's clit and the blue haired girl whined, hips bucking against the friction and Max sped up the pace of her finger, each thrust going deeper and deeper until she was buried to the knuckle. Both of Chloe's hands were on her, one in her hair and one rubbing her back and Max could tell it took everything in Chloe not to make Max go even faster. It was clear she needed this orgasm so badly and yet she was still letting Max go at her own pace.

Max fucking loved her. Max was going to do everything she could for her.

Max gently added a second finger and subconsciously began squeezing her thighs together at the way Chloe was reacting; earthquakes in her thighs, abdominal muscles impossibly tight, cries and moans echoing into Rachel's ear. Chloe was so wet and so hot and feeling Chloe's heat fasten around her fingers while directly tasting her made Max lose her mind. She couldn't believe she was actually doing this, that she was actually able to make Chloe feel good just like Rachel had, and at how quickly she had grown comfortable with it.

The moment the only thought in her brain was 'make my girlfriends feel good,' so many of her insecurities went away.

"Oh my god... ah... Max!" Chloe was groaning under her breath, her hips meeting each one of Max's deep thrusts. Chloe brushed Max's fringe out of her eyes and gazed down at her with so much love and desire; the eyes of someone who didn't care about anything else but what was happening to her right now, and it was _right now_ that mattered more than anything else. "I love you. I hella love you!"

Max had forgotten just how strongly her heart was beating until now and she swore it was about to burst out of her chest. Max needed Chloe to keep her heart beating. How would she ever have gone on without Chloe?

"I love you too, Chloe," Max murmured, out of breath, barely able to remember how to speak when all of her focus was on more important tasks. "I love you so much." Max dove back in, pressing against Chloe's clit even harder with her tongue and ignoring the pain in her jaw because the cries of pleasure and the uncontrollable spasms of Chloe's body provided her with limitless adrenaline, bursting in her veins like sun spots.

Max sped up her arm, feeling pride in the dull ache rather than tiredness, and the increased pace of Chloe's hips and the way Chloe's inner walls were tightening around her let Max know just how close her best friend was. All she needed was one more push.

Max looked up with the intention of staring at Chloe but the girl had her eyes closed, brow furrowed as she focused on her pleasure, and because of that Max's gaze shifted to Rachel who was staring at her with a mesmerizing mixture of love, awe and desire. With one hand Rachel was still rolling and tugging Chloe's nipple and with the other she was making an... _interesting_ hand gesture. She curled her pointer and middle fingers as if to signal for Max to come closer, but Max caught on immediately that that's not what Rachel was suggesting her to do.

Instead, when Max was about to pull her fingers out of Chloe, she curled them just enough to brush Chloe's G-spot and the resulting scream that rang in her ears would echo pleasantly for days.

"Holy fuck!" Chloe's whole body shuddered, barely staying put even under the pressure of both Max and Rachel's hands. Chloe's hand in Max's hair dragged her even closer and the one on her back had extended its razors, chipped blue fingernails leaving harsh red trails on Max's shoulder blades and the burning tingles only turned Max on more. It should have been painful and in a way it was, but instead of being unpleasant it just added fuel to Max's current adrenaline and it made her want to make Chloe abandon control more; to make Chloe mark her more out of pure, primal instinct.

Max repeated the curling motions with her fingers, pressing higher, pressing harder, and felt Chloe completely lose herself, a mess of shaking limbs and stringy cries. She attacked Chloe's clit again, timing each strong lick with her thrusts and could only imagine how overwhelming it must have felt. To have bodies on either side of you, the girls you loved more than anything and anyone else holding you and comforting you and giving you relentless pleasure simply because they loved you and wanted you to feel good. Max already got to feel that in intimate ways tonight, although obviously less intimate than this, but still. Getting to try this with Chloe tonight confirmed that Max could do more than she ever thought she was capable of, and both of her girlfriends had been supporting her the whole time.

Dog, she loved them. Even if she still had her time powers, she would never have enough time to prove the intensity of which she loved them.

"You're close, aren't you, Chloe?" Rachel asked, her tone low as she held Chloe's body as still as possible. Chloe couldn't reply, could barely even nod, but she didn't need to respond for all of them to know what was about to happen. "Are you gonna be a good girl and come for Max?"

The words made Chloe cry out, blushing a dark red.

"Y-Yes! Max, _please_!" Chloe pressed herself as close as possible, her breathing completely out of rhythm and her cries steadily growing more frantic. "Fuck, Max, I _can't_..."

Max didn't need any more motivation. With a shared nod with Rachel, the blonde sank her teeth into Chloe's neck and Max sucked on Chloe's clit, roughly dragging her tongue across the swollen bundle of nerves and with her arm she plunged even faster, slamming against Chloe's G-spot with quick, full thrusts.

Chloe's hips bucked and her voice rose until she finally screamed, body shaking and her inner walls clamping down so hard over Max's fingers that the brunette could barely even keep them moving. Instead she focussed all her energy to the movement of her tongue, continuing to torture Chloe's clit as the punk's orgasm wracked her body, hoping to keep Chloe riding her waves of pleasure for as long as possible.

At least a minute had gone by before the tremors in Chloe's body began to slow and Max eased the dancing of her tongue, tenderly lapping before removing her mouth completely. She glanced down and blushed harder when she realized just how much of Chloe's arousal had spilled onto her hand when she came. Max was aware again of the tight coil in her lower belly, of how wet she still was, of how her pressure kept rising and falling and how rubbing her thighs together wasn't going to cut it.

Very slowly Max pulled her fingers out from Chloe's heat, the blue haired girl moaning softly, and then Chloe collapsed back into Rachel's hold, completely spent.

"Good girl," Rachel whispered into Chloe's ear, gently nuzzling her neck. "Was it worth the wait?"

Chloe didn't respond right away, instead staring at the Christmas lights on her wall in a daze, like she could barely keep her eyes open. Her form still trembled softly and she was trying to even out her breathing.

"Max," Chloe eventually said, her voice lacking any of its usual snark and instead was as delicate as a butterfly's wings, "I'm not exaggerating at all when I say this. That was the best orgasm I've ever had."

"W-What?" Max responded, flushing at how it came out like a squeak. Now that everything was done she had lost that strange surge of boldness and security and was once again reduced to her anxious, unconfident self. Even when said anxious, unconfident self had Chloe's juices dripping down her hand. "N-No way, I'm sure Rachel has—"

"Max." Chloe took a deep breath and stared at the brunette, those eyes making Max's heart tremble. Chloe lifted a lazy hand to Max's cheek and rubbed gently. "That was fucking incredible."

Rachel nodded, snuggling even closer to Chloe, reaching out a hand to rub Max's shoulder. "I hope one day you'll give me a turn, Max," Rachel giggled with a sultry wink that made Max blush up to her roots. Max absolutely could not keep that gaze so she looked away, anywhere, but they immediately fell to Chloe's glistening heat that was still leaking her love and _fuck_ Max couldn't look there either and suddenly was staring at her soaking hand, unsure what to do with it. She'd lick it clean if it were just her fingers but it was literally trailing down her wrist.

Rachel seemed to notice her dilemma and laughed, kissing Chloe on the cheek before separating from her to reach over the side of the bed. "Here," Rachel offered, holding out a fresh towel. Too fresh to be in Chloe's room, honestly, so it had probably been put there earlier on purpose.

Max accepted the offering with her clean hand and rubbed the other one dry, her crotch tingling at the warmth that remained on her fingers and the scent lingering in her nose. Oh god that really just happened, didn't it? She just watched Rachel come and then made Chloe come right after, didn't she? She was just... inside Chloe. Tasted Chloe on her tongue. Had her childhood best friend shaking in her grasp, eyes squeezed shut and lips parted and hips bucking and shaking until she couldn't take it...

Max groaned before she could stop herself, trying to unnoticeably rub her thighs together.

Her sneak skill was very low, in the negative stats even, and both her girlfriends picked up on her discomfort immediately.

"Are you okay?" Chloe asked, worry instantly settling on her features, followed shortly after by guilt. "That didn't bother you, did it? Y-You didn't just do it because—"

"No!" Max replied, gripping both of Chloe's hands and squeezing tightly. "That's not it, I swear. Chloe, that was... I can't believe I just did that. I can't believe I got to share that with you. It was amazing. You're amazing. I wouldn't trade that experience for anything. It's just..."

Rachel shuffled up next to her, running her long fingers through Max's hair. She had a gentle, knowing look in her eyes. "You haven't orgasmed," she said. It was a statement, not a question.

Max blushed, nodding shyly. She was still so nervous talking about these sorts of things. Somehow actually doing the things—like eating Chloe out, Jesus Christ—was easier than to talk about them.

"Do you," Chloe began, coughing awkwardly and rubbing the back of her neck, "want to?"

"Um." Max looked away, but that just caused her to look down and remember that Chloe and Rachel were still naked and covered in love bites and Max was still turned on as fuck and this was _not_ helping.

Rachel rubbed her knuckles up and down Max's shoulder. "Want to use my knee?" she offered fondly, playfully, expression swimming with mirth.

The throwback actually made Max laugh and helped her calm down. "Thanks, I'm good," Max replied with a small smile. "I just..." The brunette's smile faltered and she rubbed at her forehead. "I don't know what I want."

Rachel understood immediately. "How about we just lie down until you figure it out?"

Chloe nodded in agreement with the suggestion, squeezing Max's hands. That and, Max noticed, she looked fairly ready to take a nap. Max felt a rush of pride and love.

Max glanced between them and then laid on her back, head resting comfortably on a pillow. Rachel and Chloe curled up on either side of her, each resting an arm over her flat stomach and gently thumbing her sides. Rachel's nose nuzzled her shoulder and Chloe's breath was warm and soft against Max's cheek. Max immediately felt so safe, so loved, and felt herself melting into the mattress.

Her core was still throbbing, though, and the cries of the climaxes she witnessed still rang in her ears. The bare skin of her girlfriends' against her own and the warmth of their bodies only made Max yearn for them more.

God, she wished she was ready. It would be such an opportune time. She knew how gently they would treat her, she _knew_ , especially after everything they experienced together tonight, but she still couldn't gather enough courage. Max still didn't fully feel confident enough with herself or her needs to go all the way, and when that moment finally came she wanted it to be perfect. Not just for her, because she knew it would be with Rachel and Chloe by her side, but for them, too.

She had to be honest with them about how she was feeling, especially if she wanted to get off tonight.

"I'm... still not ready for either of you to touch me," Max admitted. She tried to avoid sounding guilty about it but knew she couldn't fully stop it from seeping into her tone. Rachel and Chloe noticed, looking up at her with patience and sympathy. "But, I... actually, can I confess something?"

That seemed to pique their interest.

"Duh," Chloe said.

"Anything," Rachel agreed, kissing Max's shoulder reassuringly.

Max nodded, feeling redness spread in her cheeks as she remembered about events that occurred much earlier in the night.

"When we were watching that movie... I was going to masturbate to it." Max sensed rather than saw both of her girlfriends' eyes widen, their thumbs stilling on her sides. Max's mouth felt dry but she persevered. "The sex scene was awful, but... it made me relive the first time I was with you guys and it was driving me crazy. I held back though because I was afraid you two would notice me. But then I noticed you two were doing your own thing beneath the blanket and, well, I was a goner from then on."

Both of them seemed a little startled by her admission but Rachel recovered first, smirking and playfully slapping Chloe's shoulder. "Max has been dealing with this shit for as long as you and you haven't heard her complaining."

Chloe actually looked a little offended by that. "Oh, I'm sorry, are we forgetting that you didn't shove your hand down her pants on multiple occasions? Or ram a dildo into her and then deny her?"

Max blushed at Chloe's blunt words but found herself laughing as well, and was surprised at how natural it felt to do so considering the topic and everything that had happened in the past hour.

"That would have been too much for me," Max said with a giggle, stretching her neck to the side to lay a gentle kiss under Chloe's chin which seemed to calm her down. The movement pushed Chloe's breasts further into her arm, though, and that made her hyperaware of the swell of Rachel's own pressing into her other side. Max knew with enough willpower she could laugh her arousal off or downplay it or something, but... she didn't want to. She wanted to deal with it. She felt like she would explode if she didn't deal with it. "But still, I..."

Max bit her lip, cutting herself off.

Rachel gently stroked her stomach, the movement intending to be comforting but it still sent fire blazing across Max's skin.

"It's okay," Rachel soothed. "If there's anything you want to ask or anything you want to try, just let us know. Or if you just want to cuddle, I'm always down for that, too."

Max smiled; nervous butterflies fluttered in her belly but Rachel's consideration ebbed away some of her unease. Max leaned down to kiss Rachel's forehead and the blissful smile on Rachel's expression overwhelmed Max with love and emotion. She would spend every moment of her life in the arms of Rachel and Chloe if she could. Every single moment.

And... maybe the next moment, too. A certain moment she had never spent with them before.

"Maybe there is... something I could try," Max admitted sheepishly. Chloe and Rachel gazed at her patiently, never pushing her. Max's eyes flickered back and forth between them and relished in the comfort of their warmth and their trust. She never would've been able to suggest what she was about to without their undying support. "I couldn't masturbate then, but... I think I can now."

It was dead silent for a few moments and Max suddenly felt way too hot. Her heart was thundering, so loudly it felt like it was reverberating in the room. As if she just said that.

"Would... would that be boring?" Max asked shyly, wanting to curl in on herself.

"Nope," Rachel answered immediately. Her hazel eyes were bright and there was a sureness to her tone that threw Max off guard. "That wouldn't be boring at all. Honestly," she leaned up to purr in Max's ear, purposely pushing her chest firmer against Max's body, "that sounds hot as fuck."

Max shivered, the tingles lingering both pleasantly and torturously in her core. "R-Really?" the brunette questioned uncertainly.

"Seeing you get off? Um, fuck yeah," Chloe agreed. Max turned her head to look at her best friend and felt her heart skip a beat under that excited, but loving, gaze.

"Oh. Well." Max stammered, licking her lips that felt way too chapped. She wasn't expecting such an encouraging response. They actually seemed excited _for_ her. Even still, this was new and frightening, and she had to be honest with herself and with them. "I'm nervous but I, uh, think I can do it."

"What's making you nervous?" Rachel asked gently, stroking her arm. "Is there anything we can do to make you more comfortable?"

"Um... I think just being watched in general is what's nerve-wracking." Max glanced around the room, momentarily distracted by the pretty Christmas lights. She always thought they added a great aesthetic to Chloe's room, but never considered how useful they would be in this situation. "The dim lights are already decently helpful."

"Do you want to cover yourself more? With a blanket or something?" Chloe offered, already tugging at her sheets. "Or would you want to put your shirt back on?"

Jesus Christ these girls were too good to her.

"No, it's okay. I'm actually getting used to having my shirt off. It's... nice having you both touch me directly." Max rested her hand over Rachel's that was still stroking her stomach and interlaced their fingers. Rachel smiled at her, pecking her shoulder. A thumb lazily traced Max's ribs and the brunette looked over at Chloe whose eyes were brimming with affection.

"I love you both so much," Max murmured. She really hoped they knew how true that was; that her feelings were so great they couldn't possibly be bounded by the limitations of words.

"I love you too," Chloe replied, voice thick with emotion, holding Max's gaze and Max would stare at this girl forever if she could; would willingly wander in the depths of her eyes for all of time, forever learning more and more about Chloe's beautiful soul and falling for her over and over again.

"'I fear not all that Time or Fate may bring to burden heart or brow. Strong in the love that came so late, our souls shall keep it always now,'" Rachel spoke softly like she were daydreaming, the words possessing a certain rhythm and timelessness that Max knew she was quoting a poem again like she tended to do when she felt someone else's words could describe how she felt better than her own. Rachel lifted their interlocked hands to her face to press a soft, lingering kiss to the back of Max's hand, and Max couldn't believe how good she felt in this moment. How sacred. How loved.

They cherished her as much as she cherished them. She was going to take this step tonight, no matter what.

"I'm... I'm not sure how to start," Max admitted, blushing and shifting her weight. Doing so involuntarily caused friction on her crotch and she had to bite her cheek to control her breathing. The gentle snuggling and love confessions had distracted her, but the throbbing in her core had nowhere near subsided.

"Just do what you would normally do when we're not here and we'll help you, okay?" Rachel said gently, making sure she had Max's full attention. Rachel squeezed the small hand in hers, playing with Max's fingers. "I promise we won't touch you down there or anywhere else you don't want us to. We'll just make the experience more," Rachel winked, "enjoyable."

Max gulped. That sentence meant everything and nothing at the same time and Max wasn't sure how to handle that.

"Max, I will literally do anything for you after what you just did for me. Just tell me how I can help and I'll do it." Chloe blushed, looking down. "I want to make you feel how you made me feel."

Max's whole body trembled with affection, butterflies soaring in her gut and love spilling in waterfalls from her heart, filling her up until she was sure a sob would strangle from her throat but somehow she held it in, instead lifting a hand to stroke the cheek of the blue haired girl who had stolen her heart when they were still kids.

"Kiss me. Please," Max whispered to Chloe.

The blue haired girl stared at her for a moment more, eyes flickering down to her lips and back up a few times, before she displayed a grin only Chloe could ever hope to achieve; somehow as full of love as it was excitement before she pushed forward. Chloe's lips were soft on hers, barely more than a press before she pushed slightly deeper, sucking Max's lower lip between her own. Max sighed into Chloe's mouth, melting against her, feeling completely safe. Chloe's hand tangled in her short brunette locks and she pulled Max just a little bit closer.

Max smiled into the kiss, stretching her neck up to kiss back with as much passion as she could without changing her position. The hand on Chloe's cheek slid back to stroke her beautiful cobalt hair and then gently scraped the back of Chloe's neck, her heart fluttering and her lower belly twisting at how Chloe shuddered against her.

Max felt hot breath on her neck and shivered as soon as Rachel's lips made contact with her skin, trailing across Max's jaw and neck and leaving goosebumps in their wake. They reached a spot under Max's ear that made the brunette whimper into Chloe's mouth and Rachel chose to linger there, nibbling and sucking and slowly pushing Max's self-control further and further away. Rachel's hand reached up to softly drag a nail along Max's pulse that had just increased by several beats and Max broke her kiss with a gasp.

Chloe's eyes oozed raw passion as she plunged for Max's neck as well, planting warm kisses up and down the side before nibbling softly on a bruise that was already well pronounced. Max bit her lip to contain a groan and was sidetracked when Rachel's hand rested on her cheek and gently tilted her head towards her so the blonde could surge forward and capture her lips, the contact soothing for a moment before the intimacy was flowing through Max's veins.

Rachel pushed more of her weight into Max, her breasts and curves distracting enough but when Rachel lifted a thigh to rest it on Max's stomach the brunette could feel some leftover arousal smear against her side and that made her fingertips twitch, her core throb, her lips part in shock. Rachel took advantage, stroking Max's heated cheek with her thumb and diving her tongue into Max's mouth, easily gaining and maintaining control as Max whimpered beneath her, the brunette's blood pumping faster and faster. Max was well aware of Rachel's fingers still at her pulse and it only made the fluttery feeling in her chest expand further that Rachel could easily tell just how much she made Max's heartbeat speed up.

Chloe ventured a little further down, dipping her tongue in the crevasses of Max's collarbone and dragging her palm flat against Max's stomach, the muscles beneath quivering madly. Max was losing it. She could barely handle being under their dual affections normally, but this was going to absolutely destroy her.

And she found it _exciting_.

With a shaky hand Max combed through Chloe's hair, keeping her pressed into her neck and looped the other around Rachel's shoulders, lightly dragging her nails along Rachel's upper back because that's all she could manage to do with Rachel's tongue absorbing her oxygen and making her brain melt. Chloe's warm hand venturing closer and closer to her bra didn't make it any easier to focus, either, her flesh hot like lava under Chloe's touch but assaulted by an arctic wind whenever it left.

Rachel pulled away but didn't go far, leaving Max panting as she trailed her tongue down Max's jaw and neck to eventually warm her shoulder with open-mouthed kisses. The hand at Max's pulse continued southward, a fingertip travelling the length of her sternum and the brunette could barely breathe, chest heaving under their caresses, shaking at having both their hands so close to her breasts again.

Rachel stared up at Max as she held her hand over Max's breast. The blonde ceased any further movement and waited for Max's nod of permission—just because Max was okay with it earlier didn't necessarily mean she was okay with it now and she needed to be sure—before firmly gripping Max's breast through her bra and massaging deeply.

Max's next breath sounded more like a gasp, pushing her chest further into the touch. Rachel grinned, eyes sparkling, laying kisses in a circle around Max's bra and using her thumb and forefinger to pinch Max's hardened nipple through the thin material. Max moaned, fireworks of warmth bursting over and over again in her chest, muscles quivering as Chloe mirrored Rachel's ministrations on her other breast. Max chomped on her lip so hard she was sure she drew blood but that did little to stop the groans unfurling from her mouth as Rachel trailed her lips lower and lower until she was at Max's waistline.

Rachel freed Max's left breast but Chloe was quick to grab hold with her other hand, massaging both and flicking the nubs poking through the material and latching her mouth onto Max's neck again, licking at her roaring pulse and nipping just under her ear. Max squirmed in her hold, only held decently still thanks to Chloe's weight on her chest and Rachel's hands on her hips.

The aspiring model used her index finger to sketch a squiggly line along the length of Max's waistline and then traced the invisible pattern with her tongue and the sensation, along with the knowledge that Rachel's face was so close to her throbbing heat, made Max whine, her thighs trembling for relief. She buried her hand in Rachel's golden mane, intending to pet but instead fisting and tugging, losing control of her motor functions as both Chloe and Rachel drove her crazy. It would be so easy for Rachel to pull down her zipper; so easy for her hand to slip under her pants...

Rachel pulled her tongue away from Max's skin, the line she traced gleaming under the quad-coloured lights, and Max was left panting at her own fantasy. It was too much, too soon, but holy _fuck_ she needed relief bad. The need to release the pressure in her lower belly was beginning to outweigh the nervousness clinging in the back of her brain over her current predicament.

Both of Rachel's hands scraped up and down her legs, tingles shadowing every touch, and Max was able to handle that until those nails slid down to her inner thighs. Max gasped, her hips bucking unconsciously, legs trembling and spreading wider. Max grasped onto Chloe for support, one hand on the back of Chloe's neck and the other digging into Chloe's bicep, the tightness of her touches making Chloe groan and bite into her skin, thus making Max's hips thrust once again.

Rachel kept going though, a knowing gleam in her eyes matched with a smirk that was just as infuriating as it was intoxicating, and those torturous fingertips continued to write stories on Max's inner thighs, rubbing a little harder the closer they got to Max's core. Max really didn't think it was possible for her to get any wetter but now she was and it wouldn't fucking stop. She was squirming but she couldn't get away from those fingers and she didn't really _want_ to get away from those fingers and she wasn't ready for those fingers to touch her anywhere else but she needed _something_ to touch her or she felt like her whole body would unravel and implode.

Max moved on autopilot. The movement of Max's arm under her body made Chloe shift her weight back to Max's side so the brunette's hands could scrape down her own clenching stomach and begin unbuttoning her jeans. She blushed as Chloe and Rachel's attention was fully absorbed by her motions, both girls unable to take their eyes away from Max's hands, but that didn't stop Max from flicking the button free and pulling down her zipper, revealing the topmost part of her white panties. Not nearly enough to see how soaking wet she was, but that was a fact unnecessary to speak aloud.

Mind clouded with lust, Max was ready to shove her hand down her pants when Rachel took Max's hand in hers. Rachel studied Max's hand for a moment, toying with it in her own, and Max recognized the way Rachel's eyes hooded afterwards and knew what was about to happen would either be really good or really bad. Keeping eye contact with Max, Rachel spread Max's index and middle fingers apart to make a V and then slowly stroked her tongue along the crevasse.

Max's brain short-circuited, as did Chloe's based on the look on her face, two sets of eyes glued to the playful pink tongue enveloping Max's fingers and continuously flicking the patch of skin where her digits joined. Max couldn't even breathe as she watched, the warmth and wetness of that experienced tongue making her feel things on more than just her fingers and the imagery of the whole thing and the promise it ensured for the future nearly made Max orgasm on the spot.

Her clit was throbbing with need, throbbing with desire for Rachel's tongue, and even though that wasn't going to happen today Rachel just gifted her with the next closest thing. Max was about to make herself come with fingers coated in Rachel's saliva.

Fucking Christ.

When Rachel finally released Max's hand the brunette was in a daze, forgetting where she was and even who she was for a moment because, god, why did either of things matter when Rachel was looking at her like that?

Rachel grinned as Max stared at her like a deer in headlights, lowering her head to kiss her way up Max's arm until she was laying at Max's side again, lazily spelling something on the back of Max's hand with her fingertip.

"Now when you touch yourself," Rachel whispered in Max's ear, tapping her glistening fingers, "you can pretend it's me."

Max shuddered, hand twitching, the other tightly squeezing Rachel's hip. She suddenly felt hypnotized, an out of body experience that made Max feel like she was falling through the bed, like her limbs were weak and hollow and someone else was gently taking control. Her hand was now Rachel's hand. Her fingers were now Rachel's fingers.

And she needed them to touch her.

Chloe kissing down her neck to softly nibble the skin right over her thundering heart helped Max associate herself again, to remember where she was and what she was about to do, and anticipation spiked in her veins as her fingers finally reached the elastic of her underwear. Max closed her eyes, knowing she wouldn't be able to handle how they were looking at her when she did this. They never hurried her, just provided her with encouraging touches.

Max pushed her hand deep into her underwear and wasn't surprised at all by how wet she was. The cotton fabric was sticky and clinging to her folds and her hand was drenched immediately, debatably more so than when Chloe orgasmed. And now that she thought about that again the images were fresh in her mind; Chloe's cries caressing her eardrums; Chloe's nails leaving deep, burning marks on her back; Chloe clenching around her and completely losing herself. Max's breaths came out in choked gasps, impossible to find a rhythm with the overwhelming arousal seeping from her bones.

Rachel's tongue stroked Max's ear, and the soft vibrations of the hum that followed had Max grinding the heel of her palm against her clit before she could even think about it.

The sensation was so raw and strong and long overdue and Max was so sensitive that she gasped, pelvis twitching with sparks of electricity. Both Chloe and Rachel moaned in response, pressing their bodies deeper against Max and the brunette felt so consumed by them, by their warmth, their love, and her form was already shaking by the time her fingers rose to her clit and began rubbing small circles. It was swollen and hard and throbbed for more, each touch shooting fire down Max's legs that soared right back up and nestled in her core.

" _Mmm_ , there you go," Rachel purred in her ear. It was so low and seductive and Max felt like those words seized control of her mind because her fingers were already rubbing faster, deeper, her hips shifting to meet each slick fingertip. The brunette sensed Rachel's grin and yelped when she pinched Max's achingly hard nipple through her bra. "Does it feel good?"

Max didn't think she could respond but there was a thrill of trying to respond to Rachel, of always answering her, of doing everything she asked, that made Max's heart flutter and her toes curl. But Max's ability to form words was lost, and all she could do was moan indistinguishably until Rachel firmly pressed their lips together, swallowing Max's cries.

"Fuck, Max," Chloe growled, the animalistic noise sending a fresh wave of arousal over Max's body. The blue haired girl sucked on Max's pulse and groped at her breast. "You're so fucking hot."

Max still couldn't believe either of these gorgeous women thought that she, the shy, awkward nerd, was worth lusting over, but she could still feel the wetness from their thighs against her skin and the amount of effort they were emitting to please her; to make her feel comfortable and safe but also more turned on than she'd ever been in her life.

Max groaned into Rachel's mouth, using her free hand to grip Chloe's hair, knowing she wouldn't have the concentration to pet her while the motions of her other hand were steadily increasing. The larger the pressure at her core grew the harder she tugged at Chloe's hair, making her best friend growl again and sink her teeth into Max's neck.

Max cried out, breaking her kiss with Rachel and arching into Chloe's touch, blushing hard as she pressed more firmly against her twitching clit. She was already so close. This was more intense than she ever could've imagined and she would break under too much more.

Rachel sighed into her ear and the warmth that washed over her neck made her shiver everywhere else. " _Mmm_ , I bet you're feeling a bit tight right here, aren't you?" Rachel trailed a fingertip along Max's lower belly and Max bit her lip, hard, Rachel's touch a drug she couldn't get enough of and the muscles beneath that teasing finger jerked uncontrollably. She felt Rachel's lips stretch into a grin. "Damn, even more than I thought. You're right on the edge. And I think all it would take is one... more... push."

Rachel dragged her nails up Max's thigh and Max squeaked, _actually_ squeaked, throwing her head back against the pillow in both embarrassment and overwhelming desire. Max couldn't believe how instantaneously she spread her legs for Rachel, knees high in the air not only so Max could dig her feet into the bed to ground herself, but so that Rachel could reach the entirety of her leg if she wanted to. Rachel seemed to appreciate her generosity, kissing Max's cheek as a thank you before moaning in her ear and rubbing her leg up and down, _up_ and _down_ , squeezing her knee and brushing her knuckles down her thigh before scratching dangerously close to Max's concealed hand.

"Oh _fuck_ ," Max groaned, barely able to catch her breath between her heaves, the blaze in her body spreading like wildfire. Somehow Chloe managed to time each pinch of skin exactly when Rachel's hand got so close Max thought it could touch her own and then the cycle would repeat, a merciless game that pushed Max so close but never quite far enough. She needed more. She needed this. Holy fuck she needed to come so bad. "Please," Max heard herself beg under her breath, her fingers rubbing deeper, faster circles over her erect clit.

Before Max even knew what was happening Chloe was following Rachel's lead. She was more hesitant, shier, but soon those long, blue-tipped fingers trekked across her opposite inner thigh, pressing more firmly when Max lost control of her hips, muscles clenching and expanding as she both instinctively tried to close her legs yet open them even wider. Both Chloe and Rachel were nibbling her, neck and ear respectively, hard then soft and soft then hard, never letting Max predict what they would do next and that was as exhilarating as everything else.

Oh god. Oh god she could feel it. Her muscles were so tight; her core so hot she wouldn't be surprised if it actually caught fire. She was about to come. She was going to come in front of them. They were going to help her come and they were going to watch and see everything and Max cried out, hips bucking against her roaming fingers as she approached ecstasy.

"Are you gonna come for us, Max?" Rachel asked, her voice low and hot but also reassuring. Max couldn't answer, too far gone, wanting to scream how true that was but knew her body was already doing that for her.

Rachel scooted upwards just enough to loop a comforting arm behind Max's head to hold the brunette's face to her chest. "Don't hold back, hun," Rachel soothed, her voice a celestial caress on Max's soul, "I've got you."

Max whimpered, the words making her feel so warm and safe, and she managed one kiss over Rachel's strongly beating heart before all she could do was squeeze her eyes shut and bury her face deeper into Rachel's chest, Max's own rumbling with moans.

"Me too," Chloe said quietly, her voice wavering, pressing even closer to Max. She took Max's free hand in her own, both shaky, and squeezed reassuringly. "We're both here. We'll always be here. It's okay." Chloe delicately kissed Max's neck and grasped her thigh. "It's okay, Max."

She couldn't take it. The way Chloe so lovingly said her name; the way Chloe ardently moaned in her ear; the way Rachel scratched the nape of her neck; she absolutely couldn't take it. She was completely theirs.

With a harsh flick at her clit Max released a soft cry that was muffled in Rachel's breasts as she came, tightly squeezing Chloe's hand as her orgasm shook her hips and washed over her like a hot wave. Her clit was vibrating like a magnet, drawing Max's fingers in again and again to prolong her pleasure before it finally got too sensitive and she had to stop, her whole body trembling as her arousal coated every bone, every muscle, every inch of skin, before slowly seeping away.

Max sobbed as she fought to regain control of her breathing, little stars still bursting behind her eyelids. Her thighs were quaking and Rachel and Chloe kept a strong hold on each one, their touch warm and powerful and comforting. When they finally let go Max's legs slid down to lay flat on the bed, so numb she could barely even feel them.

Max couldn't really do anything for the next few minutes and found she wouldn't want to even if she could. She was in pure bliss, the last of her tremors fading away as she relished in the warmth and safety of her girlfriends' embraces. Chloe massaged her shoulders while Rachel petted her hair, wiping the sweaty strands from her forehead. They were both whispering sweet words to her but she couldn't make out what they were, too tired and spent and unfocused on reality to fixate on anything other than how good she felt.

When the brunette finally moved her head from Rachel's chest all she ended up saying was, "Holy fuck."

Rachel and Chloe laughed, shifting back just enough to give Max space to breathe but never letting their bodies lose contact. Max faintly noticed that both of their faces were significantly redder than before she started touching herself. Honestly, Max couldn't remember the last time she had seen Rachel blush like that, so strongly it reached the tips of her ears.

Did... did they both enjoy watching her that much?

"That good, huh?" Chloe asked with a grin, shaking Max out of the thoughts that she knew she couldn't handle. Max could only nod, cloudy eyes gazing at the ceiling. The quad-coloured lights twinkling amongst the shadows meshed just as well together as the three of them did, making the path fuller and brighter for each other regardless of the obstacles and that thought made her squeeze Chloe's hand that was still in hers. Chloe ran a thumb over her own and Max closed her eyes for a moment, enjoying the gentle affection.

"Was anything too much?" Rachel asked, running her knuckles up and down Max's arm. Max opened her eyes to gaze at her. Rachel was smiling and _Christ_ did that smile do things to Max's heart, but there was that everlasting tinge of worry in her expression that Rachel always seemed to have when she thought she may have pushed things too far.

Rachel definitely did have Max skimming the edge of her comfort zone tonight. There were many situations that tended to involve someone's face in someone's crotch that Max didn't think she would be ready to take part in for awhile, but in those moments, once her girlfriends helped her overcome her fears and nervousness, everything seemed so clear. They were here to make each other feel good. Max always wanted to make her girlfriends feel good, and it made her heart tremble that they both wanted her to feel the way she could make them feel.

Rachel was helping her make those steps. Max would probably feel nervous at every new scenario brought before her, but that didn't mean she didn't want to try most of them someday. And, even still, Rachel always made sure to ask Max or prepare her before they did anything new together. She always gave Max a choice, one that would be respected no matter the outcome, and it was because of that comfort and reassurance that Max wanted to try so many of these new things with her and Chloe.

They were all in love. They wanted each other to be happy. They wanted to make each other happy. Nothing complicated about it.

"No, both of you were amazing," Max exclaimed, attempting to catch her breath. "I have never felt like that in my life. Like," Max groaned softly as she removed her hand from her pants, eyes widening at how her palm and fingers were drenched, "... wowser."

Rachel laughed again, tugging Max's wrist towards her face and running the flat of her tongue along Max's wet palm, the warmth of the touch and the way Rachel was looking at her knocking any of Max's remaining breath from her lungs. Rachel took a finger into her mouth and sucked, the gentle pressure of her lips and the heat of her explorative tongue reminding Max that she would need to take a cold shower before passing out tonight.

Rachel released her finger with a wet _pop_ , brushing her tongue over her lips and Max's gaze was glued to every movement, before Rachel passed Max's glistening hand over to Chloe. The punk looked stunned, and shy, only for a moment before accepting the precious gift and immediately Max's other fingers were in her mouth and the brunette couldn't stop a moan from breaking past her lips at the realization that Chloe was tasting her for the first time. Rachel had a bit of a sample earlier, even if it was through her jeans, but Chloe hadn't, and Max blushed from knowing that all of them had officially tasted each other now.

Chloe's tongue was more careful than Rachel's, as if she were somehow concerned she could hurt Max's fingers or scare her in some way. Max would've laughed at how cute Chloe was if she were in any other situation, but not when her best friend was sucking on her fingers that she had just used to rub herself to an orgasm in front of them.

Her clit throbbed once more as a reminder of what just occurred, and Max moaned softly as Chloe finally released her hand, letting it rest on Max's stomach. The brunette took a deep breath, slowly exhaling through her mouth, mesmerized at how Chloe's pupils dilated the longer they stared at each other. Her entire body felt so light yet squashed down at the same time; she weighed nothing at all, yet knew she wouldn't be able to will her shaky body to move.

"I genuinely don't think I could stand right now."

Max didn't think she had said that out loud but when Chloe barked out a laugh and buried her face in Max's shoulder she realized her mistake. She blushed darkly, even more so when Rachel nuzzled her neck.

"Good thing I want to keep you right here then," Rachel purred, kissing Max's warm cheek.

"Hella yes," Chloe agreed through her chuckles, snuggling even closer, throwing an arm over Max so she and Rachel could link hands.

God, Max felt amazing. She'd never felt this good after an orgasm before. Then again, she'd never had this kind of help with achieving an orgasm before, and it was fucking incredible what a few teasing touches and choice words could do to her libido. She also knew that while that incredible climax played a part of why she felt so amazing right now, it wasn't the main reason.

The main reason would always be the two unbelievably wondrous girls curled by her sides.

"I really love both of you," Max spoke softly, earning both of their intrigued gazes. "You know that, right?"

Rachel and Chloe glanced at each other, sharing a look, before they both stared warmly at Max.

"Of course we do, Max," Rachel reassured. "We love you, too."

Max nodded, taking a deep breath. "Okay, good. I just feel like no matter how many times I say it, it will never be enough."

"You just let us help you get off," Chloe stated with a smirk, but there was warmth in her tone. "You never would have let us do that if you didn't love us. Trust me, we know. You don't need to say it every couple of minutes for us to know."

Rachel nodded, pressing a warm kiss to Max's shoulder. "I'm reminded every time you hold my hand. Every time you kiss me. Every time you sigh and shift closer when I hold you." The blonde reached up to stroke her cheek and Max was enraptured by the loving, and vulnerable, look in Rachel's eyes. "The fact that you tried so many new things today even when they made you nervous... that says more than words ever could, Max."

The brunette's expression softened the longer she looked at the aspiring model. She recalled how scared Rachel looked when she realized she suggested something that might have been too far for Max tonight.

"I was nervous, and I'm definitely still nervous for all the other things we will try together, but... I know it'll all be okay." Max's gaze flickered between the two of them, staring into their eyes and then to their interlocked hands on Max's belly, and back to their eyes again. "You two are so wonderful to me. Thanks for being so patient. Thanks for letting me try everything that I did today. And just in case either of you were still worried, I loved everything we did."

Max focussed on Rachel, lovingly running a hand through her blonde mane. "I know you're worried you're pushing me too far." Rachel looked down for a moment, a rare moment of weakness, but Max wasn't having it, and leaned down and held her lips against Rachel's forehead until she heard the blonde's content sigh. "You're not. I'd never be able to try these things without your suggestions. And every one of them has made me feel included and safe and more than a little turned on." Max blushed slightly at her own confession but Rachel's pleased smile and the joyful twinkle in her eyes was worth everything.

Max turned her head to stare at her best friend. "I was nervous to go down on you Chloe, but only because I was afraid I couldn't give you what you deserved. It was never because you did anything wrong. You're always so slow and gentle with me. Don't think I don't notice that." Chloe shyly glanced down but Max cupped her cheek, making sure she had Chloe's full attention. "And once I started touching you I just... it was like nothing else mattered. Every part of me became devoted to making you come. And I've never seen you look more beautiful."

Chloe blushed darkly, looking away and rubbing her neck. "Damn, Caulfield, since when did you become such a smooth talker?"

"I adapt to the people around me," Max said with a giggle. She wrapped an arm around both of them, pulling them even closer. "I've realized that as much as I need your support and understanding in here... you guys need mine, too. These aren't just first experiences for me. They are for all of us. That makes them all amazing, and I want to make them just as memorable for you two as they are for me."

Rachel's lips were on hers just as she finished speaking, Max barely able to take a breath in time. They were soft and sweet and Max tried to ignore the tanginess of her own arousal that clung to Rachel's mouth but felt her heartbeat speed up anyway. The blonde placed a hand on Max's chest, crimson fingernails gently roaming the freckled skin and Max was sure the aspiring model could tell how easily she made Max come undone.

When Rachel pulled away Max's lips were trembling and she sighed. Rachel smiled, resting her forehead against Max's. "They are," she murmured. "I'll never forget any of these moments. I wouldn't even get to remember them if it wasn't for you." Rachel lifted her face to place a lingering kiss on Max's forehead and Max just felt so loved and so safe under her touch. "Thank you for trying everything with us today."

Rachel retreated when Chloe cupped Max's cheek to turn her head to face her and then kissed her as well, just as softly as Rachel had. Max was reminded of her own flavour again but was more prepared this time, instead focusing on how much affection Chloe was pouring into this kiss. A thumb stroked Max's heated cheek and she leaned into the touch, kissing back with equal passion and running her fingers through Chloe's wild hair.

"You make my life better, Max," Chloe stated when she pulled back a hair's length. Sapphire eyes searched Max's own and Max was entranced by the depth and the emotion Chloe always seemed to carry. Chloe's soul was so open right now and Max cherished every detail the blue haired girl allowed her to see. "You always have."

Chloe kissed her again and Max's heart throbbed, filled with memories of herself and her Captain. She still felt like she had a long way to go in terms of making up for the five years she lost contact with Chloe, but it was in moments like this she knew she had been making all the right choices since then. The past was the past. No one, not even Max anymore, could change it. All that mattered was the present, and the present involved Max Caulfield kissing Chloe Price while Rachel Amber pressed lazy kisses to her shoulder.

Yeah. If she got to experience this tranquil moment in time, she had definitely made the right choices.

Rachel and Chloe leaned over Max's abdomen to connect their lips and Max sighed, lolling her head back against the pillow, enjoying the sight of her girlfriends kissing. Her heart felt warm all over and the brunette felt like she could dissolve through this bed she was so relaxed.

"I feel like I might've died if I didn't get off," Max exclaimed, laughing herself when Chloe and Rachel giggled too hard to keep kissing.

"Hard same," Chloe agreed, glaring at Rachel spitefully for a moment before her expression calmed.

"Way better than a typical movie night, huh?" Rachel said with a devious wink. A long finger trailed just under Max's bra and the brunette shivered involuntarily.

"Speaking of that, Rach, you never get to pick the movies we watch ever again," Chloe replied with a scowl. "That shit was fucking awful."

Rachel laughed, not looking offended at all. There was a twinkle in her eyes. "I picked a bad movie on purpose."

"That's dumb. Why would you pick a bad movie on purpose?"

Max was glad it wasn't just her who had that opinion of the movie. She had a feeling she already knew the answer behind Rachel's reasoning, though.

The blonde shrugged nonchalantly. "Max and I didn't cuddle during the last one we watched." Rachel snuggled even closer, nuzzling Max's neck with her nose. "I wanted to make it up to her."

Max's heart nearly exploded from the affection. She raised a hand to pet Rachel's hair and gently massaged her temple, the purr that rumbled from Rachel's chest pushing the air out of Max's own. Max felt tiny, loving kisses under her jaw and pressed closer to the touch. She never wanted Rachel to stop touching her.

Chloe was squinting at Rachel though, studying her, looking for a deeper answer than what Rachel gave because, despite how kind Rachel's words were, there had to be more to it. Then Chloe's eyes widened, the furrow in her brow dissipating.

"You knew about the sex scene, didn't you?" Chloe accused, getting an amused nod from Rachel. Chloe clicked her tongue against the roof of her mouth. "... You planned this whole thing."

Rachel smirked, canines gleaming. "Damn right."

Yep. Max saw that coming. She was equally as prepared for Chloe to smack Rachel's shoulder. Rachel smacked back, and then Chloe rolled over Max, knocking the breath out of the poor girl, to pounce on Rachel, both of them playfully wrestling and giggling and kissing, and when they noticed Max wasn't involved she was quickly roped into their antics. Max couldn't stop laughing, her whole body warm and overwhelmed with love, kissing them over and over again and melting under their affections. They play-fought and made out and told stupid jokes until they were all laughing so hard they had to take a break, collapsing against each other on the bed.

Somehow Max landed on top of both of them. She shifted her weight as much as possible so she wouldn't hurt them but otherwise remained where she was, once again surprised how normal this all felt even though her girlfriends were both naked and heavily breathing under her, their bare chests rising and falling in a hypnotic rhythm. Max was overwhelmed with love for both of them, using her fingers to trace the bruises on their necks and swipe their hair out of their eyes before she leaned down to kiss them, her heartbeat fast and strong as Chloe and Rachel both wrapped an arm around her to pull her even closer.

Max couldn't believe how much progress she made in a single night. Not that long ago she couldn't even handle the thought of her girlfriends naked or touching them intimately, and now she had helped both of them reach euphoria, both of them helped her even if it was to a more minor degree, and currently she was laying on them and basking in the aftermath like it was the most natural thing in the world. And it kind of was. Max never felt more warm or safe or loved than when she was with Chloe and Rachel. They were her world. They were her home. And it was because of their support for her, their respect and their trust and their love, that Max was able to take some incredible bounds tonight and why the night progressed so wonderfully. Max was so content right now, so proud of herself and so in love with both of them, and, honestly, was looking forward to every new experience she got to share with them.

There were still a lot of unknowns, a lot of areas Max was nervous and uncertain about, but that was okay. That was a worry for another day because right now, in the present, in Max's favourite moment in time, she knew one thing for sure.

Thanks to the girls she loved with all her heart, little by little, Max was getting used to this.

* * *

 **A/N: The poem Rachel references is called "At Last" by Elizabeth Akers Allen.**

 **Thank you to everyone who finished my story! If enough of you desire a third fic in this series, I will gladly write it! These fics have been so healing for me to write and it would be fun to work on more. Please review! :)**


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